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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ TO ____________
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 office) (Zip Code)
Registrant's telephone number, including area code (215) 646-6600
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Shares, $1 par value per share American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securites 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. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)
The aggregate market value, as of March 14, 2001, of the voting stock held by
non-affiliates of the registrant was approximately $17,814,865 (Aggregate
market value is estimated solely for the purposes of this report and shall
not be construed as an admission for the purposes of determining affiliate
status.)
At March 14, 2001, there were 5,119,214 of the Company's common shares
outstanding (exclusive of treasury shares).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's 2000 annual report to shareholders are incorporated
by reference into Part II of this report. Portions of the Company's proxy
statement for the 2001 annual meeting of shareholders are incorporated by
reference into Part III of this report. Except for the parts of such
documents that have been specifically incorporated herein by reference, such
documents shall not be deemed "filed" for the purposes of this report.
PART I
ITEM 1. Business
Selas Corporation of America (together with its subsidiaries, unless the
context otherwise requires, referred to herein as the "Company",) was
incorporated in Pennsylvania in 1930. The Company is a diversified firm with
international operations and sales that engages in a range of products. The
Company, headquartered in Dresher, Pennsylvania with subsidiaries in
Minnesota, Ohio, California, England, France, Germany, Italy, Japan, Portugal
and Singapore, operates directly or through subsidiaries in three business
segments.
Under the Selas TM name, the Heat Technology segment designs and manufactures
specialized industrial heat technology systems and equipment for steel, glass
and other manufacturers worldwide. The Company's Precision Miniature Medical
and Electronic Products segment designs and manufactures microminiature
components and molded plastic parts primarily for the hearing instrument
manufacturing industry and also for the electronics, telecommunications,
computer and medical equipment industries. The Company's Tire Holders, Lifts
and Related Products segment manufactures products, primarily based on cable
winch designs, for use as original equipment by the pick-up truck and minivan
segment of the automotive industry.
Financial data relating to industry segments, geographical summary of assets
and operations, export sales and major customers are set forth in Note 4 of
the Company's consolidated financial statements.
HEAT TECHNOLOGY
The Company specializes in the controlled application of heat to achieve
precise process and temperature control. The Company's principal heat
technology equipment and systems are large custom-engineered furnaces and
smaller standard-engineered systems, burners and combustion control equipment.
CUSTOM-ENGINEERED FURNACES
Products and Industries Served. The Company designs specialized furnaces for
use primarily in the steel and glass industries worldwide. The furnaces are
engineered to subject a customer's products to carefully controlled heating
and cooling processes in order to improve the physical characteristics of
those products. Each furnace is custom-engineered by the Company to meet
customer's specific requirements. The Company believes that the Selas TM
name, its reputation for quality and its leadership in the design and
engineering of direct gas-fired heat processing furnaces are important
factors in its business. The Company also offers gas-fired radiant tube and
electric heating technology for heat processing furnaces.
The Company's custom-engineered systems for the steel industry include
continuous annealing furnaces and continuous galvanizing furnaces.
Continuous annealing furnaces are used to heat-treat semi-finished steel
sheet and strip to soften it to improve the ductility of the steel, thereby
making it suitable for use in the manufacture of automobiles, appliances and
other items. Continuous galvanizing furnaces consist of continuous annealing
furnaces plus the components used to apply a zinc coating to steel strip to
improve its resistance to corrosion.
The Company's furnaces for the glass industry are used for the tempering,
bending and etching of glass. The glass tempering process toughens glass
plate through a controlled process of heating and cooling. Glass
manufacturers use the Company's glass bending furnaces to heat and bend plate
glass for automotive and architectural uses. Other furnaces are designed to
harden and etch glass and ceramic tableware.
From time to time, the Company also designs various other specialized
furnaces for use by manufacturers in a variety of industries to suit
particular process requirements. For example, over the years the Company has
engineered large barrel line furnaces used for the continuous heat treatment
of steel pipe, tube or bar.
Marketing and Competition. The Company markets its custom-engineered
furnaces on a global basis. Marketing personnel are located at the Company's
offices in Dresher, Paris, Ratingen, Derbyshire, Milan, Leiria, Lyon, and
Japan. Over the years, the Company has installed custom-engineered systems
in Europe, North America, South America, Asia, Australia and Africa. In a
particular period, a single contract may account for a large percentage of
sales, but the Company is not dependent on any custom-engineered systems
customer on an ongoing basis.
Company engineering and marketing personnel maintain contact with potential
major steel and glass customers to determine their needs for new furnaces,
typically for expansion or new technology. The Company's furnaces have long
useful lives, and replacement business is not a major factor in sales of
custom-engineered systems. The Company has and continues to perform
modifications to older existing furnaces to improve production quantities,
along with quality of the end product.
The Company also markets its products and services through agents and
licensees located in various parts of the world. Typically, the Company's
license agreements provide that the licensee will act as the Company's sales
agent in a particular territory, is granted a license to utilize the
Company's heat processing technology in that territory, and is granted the
right to utilize technical services provided by the Company. In exchange,
the Company receives certain fees when the licensee sells the Company's
products or services in the territory.
Over the years, Japanese steel producers have aligned themselves in
semi-exclusive relationships with furnace manufacturers. For a number of
years, the Company has licensed direct fired furnace technology to NKK
Corporation, the second largest steel producer in Japan.
Furnaces for continuous galvanizing and annealing lines generally utilize
either direct fired or radiant tube technology. The Company is the market
leader for furnaces based on direct fired technology, and also sells furnaces
of the radiant tube design utilized primarily by its competitors. Some of
the Company's competitors are larger and have greater financial resources.
In recent years, the Company has faced increased competition from competitors
supplying smaller, less sophisticated steel lines. These competitors do not
generally offer custom engineering on a par with the Company, but have been
willing to offer a more standarized and less sophisticated furnace for a
lower price.
Operations. The Company's custom-engineered furnace business is conducted
principally by its wholly-owned subsidiaries, Selas (SAS) (Paris), CFR
(Paris), Ermat S.A. (Lyon), Selas Waermetechnik (Ratingen), Selas Italiana,
S.r.L. (Milan), Selas U.K. (Derbyshire) and CFR Portugal (Leiria). These
subsidiaries currently employ approximately 172 persons, of whom 26 are
administrative personnel, 27 are fabrication and assembly personnel, and 119
are sales, engineering and operations personnel. A small number of
engineering and marketing management personnel located at the Company's
Dresher, Pennsylvania headquarters facility are also involved from time to
time in the custom-engineered furnace business.
On large-scale projects, such as a continuous steel strip annealing or
galvanizing line, the customer frequently contracts for the entire line on
the turnkey basis with an engineering and construction firm specializing in
line terminal equipment, and the Company acts as a subcontractor for the
design, engineering, supply of material and installation of the furnace
portion of the line, or, alternatively, as a subcontractor only for design
and engineering. When the Company provides only design and engineering
services, the prime contractor handles the fabrication and erection of the
furnace. With the exception of certain proprietary parts, the Company does
not manufacture the components used in such systems.
The Company's custom-engineered furnace business is historically cyclical in
nature.
On January 12, 2000, the Company's wholly-owned subsidiary, Selas (SAS),
acquired the stock of Ermat S.A., a Lyon, France firm engaged in the
engineered industrial furnace business. This acquisition was made to
complement the Company's existing heat technology operations in Europe,
particularly the custom-engineered furnace business. Ermat engineers and
designs batch and continuous furnaces that are used for heat treating both
ferrous and non-ferrous metals. The Company believes that Ermat enjoys a
good reputation in the French market for engineered industrial furnaces.
Ermat does have several European competitors for the products offered and
some of its competitors are larger and have greater financial resources.
Certain information regarding the acquisition of the Ermat business is set
forth in note 2 of the Company's consolidated financial statements.
STANDARD-ENGINEERED SYSTEMS, BURNERS AND COMBUSTION CONTROL EQUIPMENT
Standard-Engineered Systems. At its Dresher, Pennsylvania facility, the
Company engineers and fabricates a variety of smaller furnaces and heat
processing equipment. Although these systems are based on standard designs,
the Company often adapts or re-engineers them to meet particular customer
needs. These smaller systems are generally used by manufacturers in
sophisticated applications for the heat treatment of finished and
semi-finished parts.
The Company's standard-engineered systems include atmosphere-controlled
furnaces for heat treating finished metal parts. Its continuous heat
treating systems include not only the hardening and tempering furnaces
central to the system, but also the ancillary loading, quenching and washing
equipment.
The Company also manufacturers large non-atmosphere-controlled batch-type
furnaces in a variety of designs. The Company's carbottom furnaces enable
its customers to remove the furnace hearth, running on tracks similar to a
railroad car, from the stationary furnace for loading and unloading.
Carbottom and hood furnaces are used to heat treat large, usually
semi-finished, metal parts of a variety of shapes and sizes. Clamshell
furnaces designed by the Company open and close around steel rolls to produce
a gradation of metal characteristics due to the differential heating of the
steel roll. The Company's standard batch furnaces are supplied to customers
with a need for the precise, accurately controlled application of heat to
their products.
The Company's standard systems also include automatic brazing and soldering
systems used in the assembly of radiators, air conditioner coils and
electrical appliances. The precise application of heat in these systems
improves a customer's product quality and uniformity while reducing
production costs. The Company also produces the fuel mixing and monitoring
systems, burners and product handling equipment necessary for these systems.
The Company also produces custom designed barrel furnaces used primarily to
heat treat long metal parts, and also produces specialized glass lehrs for
heating glass products.
Burners and Combustion Control Equipment. The Company designs, manufactures
and sells an array of original equipment and replacement gas-fired industrial
burners for many applications. The Company is a producer of burners used in
fluid processing furnaces serving the petrochemical industry. One type of
fluid processing burner is capable of minimizing the emission of oxides of
nitrogen as combustion products. As many jurisdictions reduce the
permissable level of emissions of these compounds, the Company believes that
the demand for "low NOx" burners will increase. The Company also produces
burners suitable for creating a high temperature furnace environment
desirable in steel and glass heat treating furnaces. The Company's burners
accommodate a wide variety of fuel types, environmental constraints and
customer production requirements.
The Company furnishes many industries with gas combustion control equipment
sold both as component parts and as systems that have been custom-engineered
to meet a particular customer's needs. This equipment is provided with the
Company's original custom-engineered and standard heat treating equipment, as
replacement or additional components for existing furnaces being refurbished
or upgraded, and as original components for heat treating equipment
manufactured by others. The components of the combustion control systems
include mixing valves capable of mixing gas and air and controlling the
air/gas ratio, pressure and total flow of the mixed gases. The Company also
produces its Qual-O-RimeterTM automated monitoring and control device used
in conjunction with its mixing valves to maintain precise, uniform heat
release and flame shape, despite fluctuations in fuel mix and quality, air
temperature and humidity.
Additional combustion control products include Flo-ScopeTM flow meters, which
measure the rate of flow of gases, and automatic fire checks and automatic
blowouts, which arrest flame and pressure resulting from backfire from the
burners into the pipe line.
Marketing and Competition. The Company markets its standard-engineered
systems products on a global basis through its sales and marketing personnel
located in Dresher, Pennsylvania, and also sells these products through
licensees and agents located in various parts of the world. Although the
Company competes for orders for such products with many other manufacturers,
some of which are larger and have greater financial resources, the Company
believes that its reputation and its high standard for quality allow it to
compete effectively with other manufacturers.
Operations. At its Dresher facility, the Company employs approximately 62
persons, of whom 17 are executive and administrative personnel, 14 are sales
and engineering personnel and 31 are personnel engaged in manufacturing. The
hourly personnel are represented by a union, and the current union contract
expires May 16, 2001. The Company considers its relations with its employees
to be satisfactory.
On June 6, 2000, the Company acquired the remaining 50% equity interest in
Nippon Selas, a Japanese sales and engineering firm previously accounted for
on the equity method. Its Tokyo facility employs 13 people; 4 administrative
and 9 sales and engineering.
The principal components used in the Company's heat processing equipment and
other products are steel, special castings (including high-alloy materials),
electrical and electronic controls and materials handling equipment. These
items are available from a wide range of independent suppliers.
Research and Development. The Company conducts research and development
activities at its Dresher facility to support its heat processing services
and products. The Company's research efforts are designed to develop new
products and technology as well as to improve existing products and
technology. The Company also conducts research on behalf of particular
customers in connection with customers' unusual process needs. Research and
development expenditures for heat processing aggregated $31,000, $38,000 and
$77,000 in 2000, 1999 and 1998, respectively.
It is the Company's policy to apply for domestic and foreign patents on those
inventions and improvements which it considers significant and which are
likely to be incorporated in its products. It owns a number of United States
and foreign patents. It is licensed under patents owned by others and has
granted licenses to others on a fee basis. The Company believes that,
although these patents collectively are valuable, no one patent or group of
patents is of material importance to its business as a whole.
PRECISION MINIATURE MEDICAL AND ELECTRONIC PRODUCTS
Resistance Technology, Inc. ("RTI"), a wholly-owned subsidiary, manufactures
microminiature components and molded plastic parts for hearing instrument
manufacturers and the medical equipment, electronics, telecommunications and
computer industries. RTI Electronics, Inc. ("RTIE"), formed in 1997, has
expanded RTI's microminiature components business through the manufacture of
electrical resistors known as thermistors and film capacitors.
Products and Industries Serviced. RTI is a leading manufacturer and supplier
of microminiature electromechanical components to hearing instrument
manufacturers. These components consist of volume controls, trimmer
potentiometers and switches. RTI also manufactures hybrid amplifiers and
integrated circuit components ("hybrid amplifiers"), along with faceplates
for in-the-ear and in-the-canal hearing instruments. Components are offered
in a variety of sizes, colors and capacities in order to accommodate a
hearing manufacturer's individualized specifications. Sales to hearing
instrument manufacturers represented approximately 68% of 2000 annual net
sales for the Company's precision miniature medical and electronic products
business.
Hearing instruments, which fit behind or in a person's ear to amplify and
process sound for a hearing impaired person, generally are composed of four
basic parts and several supplemental components for control or fitting
purposes. The four basic parts are microphones, amplifier circuits,
miniature receivers/speakers and batteries. RTI's hybrid amplifiers are a
type of amplifier circuit. Supplemental components include volume controls,
trimmer potentiometers, which shape sound frequencies to respond to the
particular nature of a person's hearing loss, and switches used to turn the
instrument on and off and to go from telephone to normal speech modes.
Faceplates and an ear shell molded to fit the user's ear often serve as a
housing for hearing instruments.
The potential range of applications for RTI's molded plastic parts is broad.
RTI has produced intravenous flow restrictors for a medical instruments
manufacturer and cellular telephone battery sockets for a telecommunications
equipment manufacturer. Sales by RTI to industries other than the hearing
instrument industry represented approximately 8% of 2000 annual net sales
for the Company's precision miniature medical and electronic products
business.
RTI manufactures its components on a short lead-time basis in order to supply
"just-in-time" delivery to its customers. Due to the short lead-time, the
Company does not include orders from RTI's customers in its published backlog
figures.
RTIE manufactures and sells thermistors and thermistor assemblies, which are
solid state devices that produce precise changes in electrical resistance as
a function of any change in absolute body temperature. RTIE's Surge-Gard TM
product line, an inrush current limiting device used primarily in computer
power supplies represents approximately 50% of RTIE's sales. The balance of
sales represent various industrial, commercial and military sales for
thermistor and thermistor assemblies to domestic and international markets.
RTI's and RTIE's principal raw materials are plastics, polymers, metals,
various metal oxide powders and silver paste, for which there are multiple
sources of supply.
In order to enhance its product line offering, RTI made several strategic
acquisitions in 1998. These acquisitions bolster RTI's and RTIE's precision
miniature mechanical and electronic products.
On May 27, 1998, RTI Electronics acquired the stock of IMB Electronics
Products, Inc., a manufacturer of film capacitors, which are energy storage
devices used primarily to resist changes in voltage. The film capacitor
business represents a product line addition for the power and computer
industries which RTIE serves. Effective January 1, 1999, IMB Electronics
Products, Inc. was merged into RTIE.
In January, 2001, the Company acquired the stock of Lectret, a Singapore
manufacturer of microphone capsules. In October, 1998, the Company acquired
a product manufacturing line from Lectret which was newly formed as RTI
Technologies PTE LTD. The acquisition expands RTI's product capability in
the hearing health market by adding a microphone product line.
Certain information regarding the acquisition of RTI Technologies PTE LTD
business is set forth in note 2 to the Company's Consolidated Financial
Statements.
Marketing and Competition. RTI sells its hearing instrument components
directly to domestic hearing instrument manufacturers through an internal
sales force. Sales of molded plastic parts to industries other than hearing
instrument manufacturers are made through a combination of independent sales
representatives and internal sales force. In recent years, three companies
have accounted for a substantial portion of the U.S. hearing instrument
sales. In 2000, these three customers accounted for approximately 24% of
RTI's net sales.
Internationally, sales representatives employed by Resistance Technology,
GmbH ("RT, GmbH"), a German company 90% of whose capital is owned by RTI,
solicit sales from European hearing instrument manufacturers and facilitate
sales with Japanese and Australian hearing instrument markets.
RTI believes that it is the largest supplier worldwide of microminiature
electromechanical components to hearing instrument manufacturers and that its
full product line and automated manufacturing process allow it to compete
effectively with other manufacturers with respect to these products.
In the market of hybrid amplifiers and molded plastic faceplates, RTI's
primary competition is from the hearing instrument manufacturers themselves.
The hearing instrument manufacturers produce a substantial portion of their
internal needs for these components.
RTIE sells its thermistors and film capacitors through a combination of
independent sales representatives and internal sales force.
RTIE has many competitors, both domestic and foreign, that sell various
thermistor and film capacitors and some of these competitors are larger and
have greater financial resources. In addition, RTIE holds a relatively small
market share in the world-market of thermistor and film capacitor products.
Operations. RTI currently employs 240 people, of whom 37 are executive and
administrative personnel and 203 are sales, engineering and operations
personnel at RTI's two facilities near Minneapolis, Minnesota. A small
number of sales personnel employed by RT, GmbH are located in Munich, Germany
and RTI Technologies employs 42 people at its Singapore location.
At its facilities in Anaheim, California, RTIE employs 103 full-time
employees, of which 6 are administrative and 97 are sales and operations
personnel.
As a supplier of parts for consumer and medical products, RTI is subject to
claims for personal injuries allegedly caused by its products. The Company
maintains what it believes to be adequate insurance coverage.
Research and Development. RTI and RTIE conduct research and development
activities primarily to improve its existing products and technology. Their
research and development expenditures were $899,000, $964,000 and $1,290,000
in 2000, 1999 and 1998, respectively.
RTI owns a number of United States patents which cover a number of product
designs and processes. The Company believes that, although these patents
collectively add some value to the Company, no one patent or group of patents
is of material importance to its business as a whole.
TIRE HOLDERS, LIFTS AND RELATED PRODUCTS
Deuer Manufacturing, Inc. ("Deuer"), a wholly-owned subsidiary, manufactures
tire holders, lifts, and other related products based principally on cable
winch designs.
Products and Industries Served. Deuer is a leading supplier of spare tire
holders used on light trucks and mini-vans manufactured by the major domestic
automotive manufacturers. Deuer's spare tire holder holds the spare tire to
the underbody of the vehicle by means of a steel cable running to the
underside of the vehicle's frame. One end of the steel cable is attached to
a hub placed through the center of the spare tire's rim, and the other end is
attached to a hand-operated winch mounted at an accessible location on the
vehicle. The spare tire holding system permits the spare tire to be stored
in a remote location and to be easily removed without the need to crawl under
the vehicle. During 2000, sales of spare tire holders accounted for
approximately 93% of Deuers net sales.
Deuer also produces a variety of hand-operated hoist-pullers, using primarily
a cable winch design, sold under the Mini-MuleTM brand name. These products,
which retail from $30 to $60, are portable hand winches designed for a
variety of uses, such as pulling objects, rigging loads and installing
fencing. Deuer furnishes these hoist-pullers in a variety of sizes and
capacities. It also manufactures accessories for use with the products,
including slings, clamps, blocks and gantries.
Deuer manufactures products on a short lead time basis in order to furnish
"just-in-time" delivery to its automotive customers. Because of the
substantial variances between manufacturers' estimated and actual
requirements, the Company does not include blanket order commitments from
automotive manufacturers in its published backlog figures.
Marketing and Competition. Deuer sells its spare tire holders directly to
domestic automotive manufacturers. Deuer's spare tire holders are sold to
Chrysler Corporation, General Motors, Toyota, Ford Motor Company, New United
Motor Manufacturing, Inc. and Mobile Home Manufactures. The design and
quality of Deuer's spare tire holders have been recognized by its major
customers. The Company sells its hoist-pullers through a network of
distributors as well as directly to some large retail outlets.
Deuer is one of several suppliers of spare tire holders to domestic mini-van
and light truck manufacturers. Some of Deuer's competitors are larger and
have greater financial resources. The Company believes that price and
Deuer's reputation for quality and reliability of delivery are important
factors in competition for business from the domestic automotive
manufacturers. A number of other domestic and foreign manufacturers sell
hoist -pullers to the retail market, and Deuer's share of this market is
relatively small.
Operations. At its Dayton facility, Deuer employs 17 executive and
administrative personnel and approximately 148 manufacturing employees. Some
of the manufacturing employees are represented by a union, and the current
union contract expires in October, 2002. Deuer considers its relations with
its employees to be satisfactory.
Deuer's principal raw material is coil rolled steel and metal cable which is
widely available. Deuer also conducts research and development activities
which consist of the development of new products and technology and the
modification of existing products. Deuer's research and development
expenditures aggregated $252,000, $258,000 and $239,000 in 2000, 1999 and
1998, respectively.
As a consumer products manufacturer, Deuer is subject to claims for personal
injuries allegedly caused by its products. The Company maintains what it
believes to be adequate insurance coverage.
ITEM 2. Properties
The Company owns the manufacturing facility in Dresher, Pennsylvania in which
its standard-engineered systems, burners and combustion control equipment are
produced. The Company's headquarters are located on the same 17 acre site.
The 136,000 square foot Dresher facility has more space than is currently
needed for the Company's operations and headquarters, and the Company is
seeking to lease all or a portion of the excess office and manufacturing
space to a suitable tenant. This property is subject to a mortgage. See
note 8 of the Company's consolidated financial statements.
RTI leases a 47,000 sq. ft. manufacturing facility in Arden Hills, Minnesota
from a partnership consisting of two former officers of RTI and Mark S.
Gorder who serves as an officer of the Company and RTI and on the Company's
Board of Directors. At this facility, RTI manufactures all of its products
other than plastic component parts. The lease expires in October, 2003, with
two successive 5-year renewal options. In addition, RTI owns, subject to a
mortgage from a third party lender, a 34,000 sq. ft. building in Vadnais
Heights, Minnesota at which RTI produces plastic component parts. (See notes
8, 17 and 18 of the Company's consolidated financial statements.)
RTIE leases a building in Anaheim, California, which contains its
manufacturing facilities and offices and consists of a total of 50,000 square
feet. The lease expires September, 2008.
Deuer owns its 92,000 square foot manufacturing facility located on 6.5 acres
in Dayton, Ohio, where it produces its spare tire holders and hoist-pullers.
The facility is furnished with a variety of steel fabrication equipment,
including punch presses, drill presses, screw machines, grinders, borers,
lathes and welders. This property is subject to a mortgage. See note 8 of
the Company's consolidated financial statements.
Selas (SAS) owns the land and building which houses its engineering, sales
and administrative operations in Gennevilliers, France (outside of Paris).
The land under the building is owned by Selas (SAS) and the property outside
of the building is jointly owned by the building owners in the office
complex. The building has 22,000 square feet. This property is subject to a
mortgage. See note 8 of the Company's consolidated financial statements.
Selas Italiana S.r.L., the Company's Italian subsidiary, Selas Waermetechnik
GmbH, the Company's German subsidiary and Selas UK , the Company's United
Kingdom subsidiary, lease facilities in Milan, Italy, Ratingen, Germany and
Derbyshire, UK, respectively. The Milan and Derbyshire facilities are
comprised of engineering, sales and administrative offices with the leases
expiring in October, 2001 and a month to month basis, respectively. The
Ratingen facilities are used for sales, administrative and engineering
activities and assembly of small furnaces and furnace components, with the
lease expiring October, 2001. Resistance Technology, GmbH, leases office
space in Munich, Germany, on a year-to-year basis, for its sales personnel.
Management expects to be able to extend these leases.
RTI Technologies PTE LTD leases a building in Singapore which houses its
production facilities and administrative offices. The building contains
6,000 square feet and its lease expires June, 2001, with a three-year renewal
option.
CFR leases facilities in Paris and Maisse, both in France. The facilities in
Paris house engineering, sales and administrative operations and has 10,000
square feet. The Maisse facility is 40,000 square feet and houses CFR's
fabrication and assembly operations. The Paris lease expires January, 2003
and the Maisse lease expires February, 2004, each with three-year optional
renewal terms. Ermat leases a building in Lyon, France with sales and
administrative facilities which expires June, 2001. CFR Portugal leases a
building in Leiria, Portugal which houses its fabrication facilities and
administrative offices. Management expects to be able to extend these leases.
ITEM 3. 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 to 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.
ITEM 4. Submission of Matters to a Vote of Security Holders
None
ITEM 4A. Executive Officers of the Company
The names, ages and offices (as of February 24, 2001) of the Company's
officers were as follows:
Name Age Office
Stephen F. Ryan 65 Chairman and Chief Executive
Officer; Director of the Company
Mark S. Gorder 54 President and Chief Operating Officer
and President of Resistance Technology,
Inc.; Director of the Company
Christian Bailliart 52 Vice President and Chairman-Director
Generale of Selas (SAS)
James C. Deuer 72 Vice President and President of Deuer
Manufacturing, Inc.
Robert W. Ross 52 Vice President and Secretary and
President Heat Technology Group
Francis A. Toczylowski 50 Vice President and Treasurer
Mr. Ryan joined the Company in May 1988, as President and Chief Executive
Officer. In December, 1998, he was elected Chairman of the Board of
Directors. Mr. Gorder joined the Company October 20, 1993 when Resistance
Technology, Inc. (RTI) was acquired. Prior to the acquisition, Mr. Gorder
was President and one of the founders of RTI, which began operations in
1977. Mr. Gorder was promoted to Vice President of the Company and elected
to the Board of Directors in 1996. In 2000 he was elected President and
Chief Operating Officer. Upon Mr. Ryan's retirement in April, 2001, Mr.
Gorder will assume the role of Chief Executive Officer. Mr. Bailliart joined
Selas (SAS) in 1974 and in 1989 he was promoted to Chairman-Director Generale
of Selas (SAS) from Vice President, Treasurer. On January 1, 1993, he was
elected Vice President of the Company. Mr. Deuer joined the Company as
President of Deuer Manufacturing when it was acquired in May, 1986 and was
promoted to Vice President of the Company and President of Deuer
Manufacturing in December, 1990. From 1965 to 1986 he was President of Deuer
Manufacturing. Mr. Ross joined the Company in October 1990 as Vice President
- - Treasurer, was appointed Chief Financial Officer January 1, 1994 and
elected Secretary February 21, 1995. In December, 1998 he was appointed
President of the Heat Technology Group of the Company. Mr. Toczylowski
joined the Company in 1981 and has held several positions in the accounting
and finance area, most recently as Corporate Controller. In December, 1998,
he was elected Vice President and Treasurer.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Company's common shares are listed on the American Stock Exchange. The
high and low sale prices during each quarterly period during the past two
years were as follows:
Market and Dividend Information
2000 1999
------------------ ------------------
Market Market
Price Range Price Range
------------------ ------------------
Quarter High Low High Low
First . . . . 6.750 4.875 8.375 4.875
Second . . . . 7.625 5.250 7.000 5.125
Third . . . . 7.500 4.625 7.000 4.500
Fourth . . . . 5.937 2.750 6.687 4.250
At February 7, 2001 the Company had 432 shareholders of record.
2000 1999 1998
Dividends per share:
First Quarter $.045 $.045 $.045
Second Quarter .045 .045 .045
Third Quarter .045 .045 .045
Fourth Quarter .045 .045 .045
The payment of any future dividends is subject to the discretion of the Board
of Directors and is dependent on a number of factors, including the Company's
capital requirements, financial condition, financial covenants and cash
availability.
ITEM 6. Selected Financial Data
Certain selected financial data is incorporated by reference to "Selas
Corporation of America Five-Year Summary of Operations", page 4, and "Other
Financial Highlights", page 5, of the Company's 2000 annual report to
shareholders.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Management's Discussion and analysis is incorporated by reference to page 6
through 10 of the Company's 2000 annual report to shareholders.
Forward-Looking and Cautionary Statements. Certain statements herein that
include forward-looking terminology such as "may", "will", "should",
"expect", "anticipate", "estimate", "plan" or "continue" or the negative
thereof or other variations thereon are, or could be deemed to be,
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements are
affected by known and unknown risks, uncertainties and other factors that may
cause the Company's actual results, performance or achievements to differ
materially from the results, performance and achievements expressed or
implied in the Company's forward-looking statements. These risks,
uncertainties and factors include competition by competitors with more
resources than the Company, foreign currency risks arising from the Company's
foreign operations, and the cyclical nature of the market for large heat
technology contracts.
The Company's heat technology business, which has contributed substantially
to the Company's consolidated results, is affected by, among other things,
the capital expenditures of steel and glass manufacturers and processors,
industries that are highly cyclical in nature. It is difficult to predict
demand for the Company's heat technology products, and the financial results
of the Company's heat technology business have fluctuated, and may continue
to fluctuate, materially from year to year.
Several of the Company's competitors have been able to offer more
standardized and less technologically advanced heat technology systems and
equipment at lower prices. Although the Company believes that it has
produced higher quality systems and equipment than these lower priced
competitors, in certain instances price competition has had an adverse effect
on the Company's sales and margins. There can be no assurance that the
Company will be able to maintain or enhance its technical capabilities or
compete successfully with its existing and future competitors.
There can be no assurance that the Company will remain a competitive supplier
to the automobile and truck industry in view of, among other things, the
general trend in recent years in that industry toward a reduction in the
number of third-party suppliers and toward more integrated component
suppliers.
The Company's precision miniature medical and electronics business has
benefitted from its ability to automate and keep costs and prices low. There
can be no assurance that the Company will be able to continue to achieve such
automation and its historical profit margins particularly as the technology
of hearing instruments changes and as the business expands into other product
lines. The precision miniature medical and electronics business has also
been affected by unfavorable conditions in the hearing health market and the
impact of the Asian economic situation. The Company is unable to predict
with any certainty when these conditions will improve.
The Company has international operations, as a result, the Company's
performance may be materially affected by foreign economies and currency
movements.
The Company cautions that the foregoing list of important factors is not
intended to be, and is not, exhaustive. The Company does not undertake to
update any forward-looking statement that may be made from time to time by or
on behalf of the Company.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company's consolidated cash flows and earnings are subject to
fluctuations due to changes in foreign currency exchange rates. The Company
attempts to limit its exposure to changing foreign currency exchange rates
through operational and financial market actions. The Company does not hold
derivatives for trading purposes.
The Company manufactures and sells its products in a number of locations
around the world, resulting in a diversified revenue and cost base that is
exposed to fluctuations in European and Asian currencies. This diverse base
of foreign currency revenues and costs serves to create a hedge that limits
the Company's net exposure to fluctuations in these foreign currencies.
Short-term exposures to changing foreign currency exchange rates are
occasionally managed by financial market transactions, principally through
the purchase of forward foreign exchange contracts (with maturities of six
months or less) to offset the earnings and cash flow impact of the
nonfunctional currency denominated receivables and payables relating to
select custom engineered heat technology segment contracts. The decision by
management to hedge any such transaction is made on a case-by-case basis.
Foreign exchange forward contracts are denominated in the same currency as
the receivable or payable being covered, and the term and amount of the
forward foreign exchange contract substantially mirrors the term and amount
of the underlying receivable or payable. The receivables and payables being
covered arise from trade and intercompany transactions of and among the
Company's foreign subsidiaries. At December 31, 2000 the Company did not
have any forward foreign exchange contracts outstanding.
To manage exposure to interest rate movements and to reduce its borrowing
costs, the Company's French subsidiary, Selas (SAS), has entered into an
interest rate swap agreement. Selas (SAS) is exposed to changes in interest
rates primarily due to its borrowing activities which are related to
long-term debt used to finance its office building. The swap agreement
requires fixed interest payments based on an effective rate of 8.55% for the
remaining term through May, 2006. A 100 (10% adverse change) basis point
move in interest rates would affect the Company's floating and fixed rate
instruments, including short and long-term debt and derivative instruments,
by approximately $27,000 at December 31, 2000. The fair value of the
Company's variable rate debt is not significantly different from its recorded
amount.
Swap and forward foreign exchange contracts are entered into for periods
consistent with related underlying exposures. The Company does not enter
into contracts for speculative purposes and does not use leveraged
instruments.
ITEM 8. Financial Statements and Supplementary Data
The Company's consolidated balance sheets as of December 31, 2000 and 1999,
and the related consolidated statements of operations, cash flows and
shareholders' equity for each of the years in the three-year period ended
December 31, 2000, and the report of independent auditors thereon and the
quarterly results of operations (unaudited) for the two-year period ended
December 31, 2000 are incorporated by reference to pages 11 to 39 of the
Company's 2000 annual report to shareholders.
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None
PART III
The information called for by Items 10, 11, 12 and 13 (except the information
concerning executive officers included in Item 4A) is incorporated by
reference to the Company's definitive proxy statement relating to its 2001
Annual Meeting of shareholders which the Company filed on March 23, 2001.
However, the portions of such proxy statement constituting the reports of the
Audit Committee and Compensation Committee of the Board of Directors and the
graph showing performance of the Company's common shares and certain share
indices shall not be deemed to be incorporated herein or filed for purposes
of the Securities Exchange Act of 1934.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as a part of this report:
1. Financial Statements - The Company's consolidated financial statements,
as described below, are incorporated by reference to pages 11 through 39
of the Company's 2000 annual report to shareholders.
Consolidated Balance Sheets at December 31, 2000 and 1999.
Consolidated Statements of Operations for the years ended December 31,
2000, 1999 and 1998.
Consolidated Statements of Cash Flows for the years ended December 31,
2000, 1999 and 1998.
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 2000, 1999 and 1998.
Notes to Consolidated Financial Statements.
Report of Independent Auditors.
Financial statements for 50% or less owned companies which are accounted
for by the equity method have been omitted because they do not, considered
individually or in the aggregate, constitute significant subsidiaries.
2. Financial Statement Schedules
Page
Report of Independent Auditors on
Financial Statement Schedules 24
Schedule I - Condensed Financial Information of
Registrant (Parent only) 25, 26, 27, 28
Schedule II - Valuation and Qualifying Accounts 29, 30
All other schedules are omitted because they are not applicable, or
because the required information is included in the consolidated financial
statements or notes thereto.
3. Exhibits
3A. The Company's Articles of Incorporation as amended May 18,
1984 and April 25, 1991. Exhibit 3A to the Company's report
on Form 10-K for the year ended December 31, 1984 and
Exhibit 3A1 to the Company's report on Form 10-K for the
year ended December 31, 1991 are hereby incorporated herein
by reference.
3B. The Company's By-Laws as amended.
4A. Amended and Restated Credit Agreement dated July 31, 1998 among the
Company, Deuer Manufacturing, Inc., Resistance Technology, Inc.,
RTI Export, Inc. and RTI Electronics, Inc. Exhibit 4A to the
Company's report on Form 10-Q for the nine months ended September
30, 1998 is hereby incorporated by reference.
4B. Amendment to Amended and Restated Credit Agreement dated
June 30, 1999 among the Company, Deuer Manufacturing, Inc.,
Resistance Technology, Inc., RTI Export, Inc. and RTI
Electronics, Inc. The Exhibit to the Company's report on
Form 10-Q for the six months ended June 30, 1999 is hereby
incorporated by reference.
4C. Amended and Restated Revolving Credit Note, dated July 31,
1998, of the Company in favor of First Union National Bank.
Exhibit 4B to the Company's report on Form 10-Q for the nine
months ended September 30, 1999 is hereby incorporated by
reference.
4D. Guaranty dated February, 1998 of the Company in favor of
First Union/First Fidelity, N.A. Pennsylvania. Exhibit 4H
to the Company's report on Form 10-K for the year ended
December 1997 is hereby incorporated by reference.
4E. Second Amendment to Amended and Restated Credit Agreement,
dated as of July 7, 2000. Exhibit 4C to the Company's
report on Form 10-Q for the period ended September 30, 2000
is incorporated by reference.
4F. Third Amendment to Amended and Restated Credit Agreement,
dated as of January 19, 2001.
10A. Form of termination agreement between the Company and
Messrs. Ryan, Deuer, Gorder, Ross and Toczylowski. Exhibit
10A to the Company's report on Form 10-K for the year ended
December 31, 1996 is hereby incorporated by reference.
10B. 1985 Stock Option Plan, as amended. Exhibit 10C to the
Company's Registration Statement on Form S-2 filed on June
15, 1990 (No. 33-35443) is hereby incorporated herein by
reference.
10C. Form of Stock Option Agreements granted under the 1985 Stock
Option Plan. Exhibit 10D to the Company's Registration
Statement on Form S-2 filed on June 15, 1990 (No. 33-35443)
is hereby incorporated herein by reference.
10D. Form of Amendments to Stock Option Agreements granted under
the 1985 Stock Option Plan. Exhibit 10D to the Company's
Registration Statement on Form S-2 filed on June 15, 1990
(No. 33-35443) is hereby incorporated by reference.
10E. Amended and Restated 1994 Stock Option Plan. Exhibit 10E to
the Company's report on Form 10-K for the year ended
December 31, 1997 is hereby incorporated by reference.
10F.Form of Stock Option Agreements granted under the Amended
and Restated 1994 Stock Option Plan. Exhibit 10F to the
Company's report on Form 10-K for the year ended December
31, 1995 is hereby incorporated by reference.
10G. 2001 Stock Option Plan.
10H. Supplemental Retirement Plan (amended and restated effective
January 1, 1995). Exhibit 10H. to the Company's report on
Form 10-K for the year ended December 31, 1995 is hereby
incorporated by reference.
10I. Management Employment Agreement dated October 20, 1993
between Resistance Technology, Inc. and Mark S. Gorder.
Exhibit 10I to the Company's report on Form 10-K for the
year ended December 31, 1995 is hereby incorporated by
reference.
10J. Amended and Restated Office/Warehouse Lease, between
Resistance Technology, Inc. and Arden Partners I. L.L.P. (of
which Mark S. Gorder is one of the principal owners) dated
November 1, 1996. Exhibit 10J to the Company's report on
Form 10-K for the year ended December 31, 1996 is hereby
incorporated by reference.
10K. Non-Employee Directors' Stock Option Plan and Form of Stock
Option Agreements under such Plan. Exhibit 10K to the
Company's Registration Statement on Form S-8 filed on
October 30, 1998 is hereby incorporated herein by reference.
10L. Retirement Agreement, Consulting Agreement and General
Release, dated August 30, 2000, between the Company and
Stephen F. Ryan. Exhibit 10 to the Company's report on Form
10-Q for the period ended September 30, 2000 is incorporated
by reference.
13. "Selas Corporation of America Five-Year Summary of
Operations" contained on Page 4 of the Company's 2000 annual
report to shareholders; "Other Financial Highlights"
contained on page 5 of the Company's 2000 annual report to
shareholders; "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained on
pages 6-10 of the Company's 2000 annual report to
shareholders; and the Company's consolidated financial
statements, including the "Notes to Consolidated Financial
Statements" and the "Report of Independent Auditors'
contained on pages 11-39 of the Company's 2000 annual report
to shareholders.
21. List of significant subsidiaries of the Company.
23. Consent of Independent Auditors
24. Powers of Attorney.
(b) Reports on Form 8-K - There were no reports on Form 8-K
filed during the three months ended December 31, 2000.
Report of Independent Auditors on Financial Statement Schedules
The Board of Directors and Shareholders
Selas Corporation of America:
Under date of February 19, 2001, we reported on the
consolidated balance sheets of Selas Corporation of America and
subsidiaries as of December 31, 2000 and 1999 and the related
consolidated statements of operations, shareholders' equity, and
cash flows for each of the years in the three-year period ended
December 31, 2000, as contained in the 2000 annual report to
shareholders. These consolidated financial statements and our
report thereon are incorporated by reference in the annual
report on Form 10-K for the year 2000. In connection with our
audits of the aforementioned consolidated financial statements,
we also audited the related financial statement schedules as
listed in the accompanying index (Item 14). These financial
schedules are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statement schedules based on our audits.
In our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material
respects, the information set forth herein.
/s/ KPMG LLP
Philadelphia, Pennsylvania
February 19, 2001
SCHEDULE I
SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES
Condensed Financial Information of Registrant
Balance Sheets
December 31, 2000 and 1999
ASSETS 2000 1999
Current assets:
Cash $ 572,232 $ 138,392
Accounts receivable (including $3,903,483 and
$4,450,272 due from subsidiaries in 2000 and
1999, respectively, eliminated in
consolidation), less allowance for
doubtful accounts of $10,000 in
both years 7,827,465 5,572,399
Inventories, at cost 2,785,884 2,838,870
Prepaid expenses and other current assets 871,692 843,583
Total current assets 12,057,273 9,393,244
Investment in wholly-owned subsidiaries 60,731,876 56,453,522
Property and equipment, at cost 5,939,988 5,895,517
Less: accumulated depreciation (4,983,785) (4,861,481)
956,203 1,034,036
Other assets and investment in unconsolidated 2,344,813 2,633,198
affiliate
Total Assets $76,090,165 $69,514,000
SCHEDULE I
SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES
Condensed Financial Information of Registrant
Balance Sheets
December 31, 2000 and 1999
LIABILITIES AND SHAREHOLDERS' EQUITY 2000 1999
Current liabilities:
Notes payable and current maturities of
long-term debt $ 6,082,000 $ 5,119,933
Accounts payable (including $15,897,018 and
$14,478,429 due to subsidiaries in 2000
and 1999, respectively, eliminated in
consolidation) 17,981,384 15,216,623
Accrued expenses 3,821,744 1,596,112
Total current liabilities 27,885,128 21,932,668
Long-term debt 116,667 816,667
Other postretirement benefit obligations 3,482,508 3,561,574
Deferred income taxes 172,338 180,167
Contingencies and commitments
Shareholders' equity
Common stock 5,634,968 5,634,968
Retained earnings and other equity 40,063,634 38,590,726
Less: 514,254 and 504,854 common shares
held in treasury at cost (1,265,078) (1,202,770)
Total shareholders' equity 44,433,524 43,022,924
Total Liabilities and Shareholder's $76,090,165 $69,514,000
Equity
See accompanying notes to the consolidated financial statements.
SCHEDULE I
SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES
Condensed Financial Information of Registrant
Statements of Operations
Years Ended December 31, 2000, 1999 and 1998
2000 1999 1998
Sales, net $11,654,081 $ 7,640,167 $13,431,912
Add back: license fees and corporate
charges paid by subsidiaries,
eliminated in consolidation 400,000 1,013,208 805,796
12,054,081 8,653,375 14,237,708
Costs and expenses:
Cost of goods sold 8,805,571 4,805,422 9,582,358
Selling, general and administrative
expenses 3,390,804 4,413,178 3,761,810
Rent and depreciation 290,134 372,942 360,801
12,486,509 9,591,542 13,704,969
Income (loss) before income taxes
(benefits)and equity in net income
of subsidiaries (432,428) (938,167) 532,739
Provision for income taxes (benefits) (152,964) (241,315) (753,789)
Income (loss) before equity in net income
of subsidiaries (279,464) (696,852) 1,286,528
Equity in net income of subsidiaries 3,215,250 2,426,012 2,322,994
Net income $ 2,935,786 $ 1,729,160 $ 3,609,522
See accompanying notes to the consolidated financial statements.
SCHEDULE I
SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
Statements of Cash Flows
Years Ended December 31, 2000, 1999 and 1998
2000 1999 1998
Operating Activities
Net income 2,935,786 $ 1,729,160 $ 3,609,522
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 183,717 228,979 259,716
Other adjustments (3,226,289) (1,900,383) (3,050,628)
Net changes in operating assets and
liabilities 2,385,559 3,479,413 57,727
Net cash provided by oper. activities 2,278,773 3,537,169 876,337
Investing Activities
Dividend from unconconsolidated affiliate 14,476
Purchase of property, plant and equipment (98,336) (70,377) (93,415)
Additional investment in subsidiary co. 1,024,304) (1,067,140)
Net cash (used) by investing activities (1,122,640) (1,123,041) (93,415)
Financing Activities
Proceeds from exercise of stock options 83,540 10,196
Proceeds from short-term borrowings 1,389,000 1,901,446 2,091,554
Payment of dividends (922,052) (934,302) (941,954)
Repayments of long-term debt (1,126,933) (2,576,424) (2,350,000)
Purchase of treasury stock (62,308) (820,833)
Net cash (used) by financing activities (722,293) (2,346,573) (1,190,204)
Increase (decrease) in cash and cash
equivalents 433,840 67,555 (407,282)
Cash and cash equivalents, beginning of
year 138,392 70,837 478,119
Cash and equivalents, end of year $ 572,232 $ 138,392 $ 70,837
See accompanying notes to the consolidated financial statements.
SCHEDULE II
SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES
Valuation and Qualifying Accounts
December 31, 2000, 1999 and 1998
Column A Column B Column C
Additions
Balance at Charged to
Beginning Costs and
Classification of Period Expenses Other
Year ended December 31, 2000:
Reserve deducted in the balance sheet
from the asset to which it applies:
Allowance for doubtful accounts $ 977,557 $ 135,097 $ (62,660)(a)
Deferred tax asset valuation
allowance $ 1,464,907 $ (69,146)
Reserve not shown elsewhere:
Reserve for estimated future costs
of service and guarantees $ 1,483,624 $ 599,475 $ (93,746)(a)
Year ended December 31, 1999:
Reserve deducted in the balance sheet
from the asset to which it applies:
Allowance for doubtful accts. $1,993,733 $ 800,812 $ (217,768)(a)
Deferred tax asset valuation
allowance $1,620,162 $ (155,255)
Reserve not shown elsewhere:
Reserve for estimated future costs
of service and guarantees $2,294,889 $ (22,498) $ (131,001)(a)
Year ended December 31, 1998:
Reserve deducted in the balance sheet
from the asset to which they apply:
Allowance for doubtful accts. $ 681,356 $ 1,324,093 $ 106,973 (a)
Deferred tax asset valuation
allowance $1,696,824 $ (76,662)
Reserve not shown elsewhere:
Reserve for estimated future costs
of service and guarantees $2,705,293 $ 355,013 $ 51,393 (a)
a) Represents difference between translation rates of foreign currency at
beginning and end of year and average rate during year.
SCHEDULE II
SELAS CORPORATION OF AMERICA AND SUBSIDIARY COMPANIES
Valuation and Qualifying Accounts
December 31, 2000, 1999 and 1998
Column A Column D Column E
Balance at
End of
Classification Deductions Period
Year ended December 31, 2000:
Reserve deducted in the balance sheet from
the asset to which it applies:
Allowance for doubtful accounts $ 304,007(b) $ 745,987
Deferred tax asset valuation allowance $ 1,395,761
Reserve not shown elsewhere:
Reserve for estimated future costs of
service and guarantees $ 1,031,613(c) $ 957,740
Year ended December 31, 1999:
Reserve deducted in the balance sheet from
the asset to which it applies:
Allowance for doubtful accounts $ 1,599,220(b) $ 977,557
Deferred tax asset valuation allowance $ 1,464,907
Reserve not shown elsewhere:
Reserve for estimated future costs of
service and guarantees $ 657,766(c) $ 1,483,624
Year ended December 31, 1998:
Reserve deducted in the balance sheet from
the asset to which it applies:
Allowance for doubtful accounts $ 118,689(b) $ 1,993,733
Deferred tax asset valuation allowance $ 1,620,162
Reserve not shown elsewhere:
Reserve for estimated future costs of
service and guarantees $ 816,810(c) $ 2,294,889
(b) Uncollectible accounts charged off.
(c) "After job" costs charged to reserve.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
By: __________________________
Francis A. Toczylowski
Vice President and Treasurer
Dated: March 30, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons (including a majority
of members of the Board of Directors) on behalf of the registrant and in the
capacities and on the dates indicated.
_________________________ ___________________________
Stephen F. Ryan Stephen F. Ryan
Attorney-In-Fact Chairman and Chief Executive
March 30, 2001 Officer and Director
March 30, 2001
_________________*_________________ ______________________________
Mark S. Gorder Francis A. Toczylowski
President and Chief Operating Officer Vice President and Treasurer
March 30, 2001 March 30, 2001
_________________*_________________
+John H. Austin
Director
March 30, 2001
_________________*_________________
Frederick L. Bissinger
Director
March 30, 2001
_________________*_________________
Nicholas A. Giordano
Director
March 30, 2001
_________________*_________________
Michael J. McKenna
Director
March 30, 2001
EXHIBIT INDEX
EXHIBITS:
3B. The Company's By-Laws as amended.
4F. Third Amendment to Amended and Restated Credit Agreement, dated as of
January, 2001
10G. 2001 Stock Option Plan.
13. "Selas Corporation of America Five-Year Summary of
Operations" contained on Page 4 of the Company's 2000 annual
report to shareholders; "Other Financial Highlights"
contained on page 5 of the Company's 2000 annual report to
shareholders; "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained on
pages 6-10 of the Company's 2000 annual report to
shareholders; and the Company's consolidated financial
statements, including the "Notes to Consolidated Financial
Statements" and the "Report of Independent Auditors'
contained on pages 11-39 of the Company's 2000 annual report
to shareholders.
21. List of significant subsidiaries of the Company.
23. Consent of Independent Auditors.
24. Powers of Attorney.
EXHIBIT 3B
Amended through 2/19/01
BY-LAWS
of
SELAS CORPORATION OF AMERICA
(A Pennsylvania Corporation)
I. MEETINGS OF SHAREHOLDERS
Section 1.01. Place of Meeting. Meetings of shareholders of the
Corporation shall be held at such place, within the Commonwealth of
Pennsylvania or elsewhere, as may be fixed by the Board of Directors. If the
Board shall not fix a place for such meetings, they shall be held at the
Offices of the Corporation in Dresher, Pennsylvania.
Section 1.02. Annual Meeting. The Annual Meeting of
Shareholders for the election of Directors and the transaction of any further
business that may be brought before the meeting, shall, unless the Board of
Directors shall fix some other hour or day therefore, be held at 2 o'clock
p.m. on the last Tuesday in April of each year, if not a legal holiday under
the laws of the Commonwealth of Pennsylvania, and, if a legal holiday, then
on the next succeeding secular day not a legal holiday under the laws of said
Commonwealth. If for any reason such meeting should not be held at the time
fixed therefor, such election may be held at a subsequent meeting called for
that purpose.
Section 1.03. Notice of Meetings. Notice of every Annual
Meeting of Shareholders shall be given by the Secretary.
Notice of all meetings of shareholders shall be given to each
shareholder of record entitled to vote at the meeting, at least ten days
prior to the day named for the meeting, unless a greater period of notice is
by law required in a particular case.
Section 1.04. Organization. At every meeting of the
shareholders, the President, or in his absence, a Vice President shall act as
Chairman; and the Secretary, or in his absence, a person appointed by the
Chairman, shall act as Secretary.
Section 1.05. Voting. Except as otherwise specified herein or
in the Articles or provided by law, all matters shall be decided by the vote
of the holders of a majority of the outstanding shares entitled to vote,
present in person or represented by proxy, at a meeting at which a quorum
shall be
present, though such a majority be less than a majority of all the shares
entitled to vote thereon.
In each election for Directors, the candidates receiving the
highest number of votes, up to the number of Directors to be elected in such
election, shall be elected.
II. DIRECTORS
Section 2.01. Number, Classification, Term of Office and Removal
of Directors.
(a) The number of Directors of the Corporation shall be
as fixed from time to time by the Board of Directors.
(b) The Directors shall be classified with respect to the
time for which they shall severally hold office. The Board of Directors
shall be divided into three classes of Directors, as nearly equal in number
of Directors as possible, to be known as Classes "A", "B", and "C". Class A
Directors shall each be elected and hold office initially for one (1) year,
or until the next annual election; Class B Directors shall be elected and
hold office initially for two (2) years or until the second annual election;
and Class C Directors shall each be elected and hold office initially for
three (3) years, or until the third annual election. Each Director shall
hold office for the term for which he is elected and until his successor
shall have been elected and qualified. At each annual election, the
successors to the class of Directors whose term shall expire in that year
shall be elected to hold office for the term of three (3) years, so that the
term of office of one class of Directors shall expire each year. If the
number of Directors is changed, any newly-created directorships or any
decrease in directorships shall be so apportioned among the classes so as to
make all classes as nearly equal in number as possible. Any Director or the
entire Board of Directors may be removed with or without cause only upon the
affirmative vote of two-thirds (2/3) of all of the shares outstanding and
entitled to vote; provided that the Board of Directors shall retain the right
conferred by Section 405B of the Pennsylvania Business Corporation Law, as
amended from time to time, to declare vacant the office of a Director for the
reasons specified therein.
Section 2.02. Resignations. Any Director may resign at any time
by giving written notice to the Board of Directors or to the Secretary. Such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
effective.
Section 2.03. Annual Meeting. Immediately after each annual
election of Directors, the Board of Directors shall meet for the purpose of
organization, election of Officers, and the transaction of other business, at
the place where such election of Directors was held. Notice of such meeting
need not be given. In the absence of a quorum at said meeting, the same may
be held at any other time or place which shall be specified in a notice given
as hereinafter provided for special meetings of the Board of Directors.
Section 2.04. Regular Meetings. Regular meetings of the Board
of Directors shall be held at such time and place as shall be designated from
time to time by standing resolution of the Board. If the date fixed for any
such regular meeting be a legal holiday under the laws of the State where
such meeting is to be held, then the same shall be held on the next
succeeding secular day not a legal holiday under the laws of said State, or
at such other time as may be determined by resolution of the Board. At such
meetings, the Directors may transact such business as may be brought before
the meeting.
Section 2.05. Special Meetings. Special meetings of the Board
of Directors may be called by the President, by a Corporate Vice President,
by the Secretary, or by two or more of the Directors, and shall be held at
such time and place as shall be designated in the call for the meeting.
Section 2.06. Notice of Meetings. Written notice of each
special meeting shall be given, by or at the direction of the person or
persons authorized to call such meeting, to each Director at least two days
prior to the day named for the meeting.
Notice of regular meetings need not be given.
Section 2.07. Organization. At every meeting of the Board of
Directors, a Chairman chosen by a majority of the Directors present, shall
preside, and the Secretary, or in his absence, any person appointed by the
presiding officer, shall act as Secretary.
Section 2.08. Compensation of Directors. Each Director shall
receive such compensation as from time to time may be fixed by the Board.
Directors may also be reimbursed by the Corporation for all reasonable
expenses incurred in traveling to and from the place of each meeting of the
Board or any committee thereof.
Section 2.09. Indemnification and Liability of Directors and
Officers.
A. Personal Liability of Directors. A director of the
Corporation shall not be personally liable for monetary damages for any
action taken, or any failure to take any action, as a director to the extent
that under the terms of the Director's Liability Act, 42 Pa. Cons. Stat.
Para. 8361 et seq., as modified by any Pennsylvania statute thereafter
enacted, a director's liability for monetary damages may not be limited.
B. Indemnification. The Corporation shall indemnify any
person who was or is a party (other than a party plaintiff suing in his own
behalf or in the right of the Corporation) or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
including actions by or in the right of the Corporation, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director or officer of the Corporation, or is or was
serving while a director or officer of the Corporation at the request of the
Corporation as a director, officer, employee, agent fiduciary or other
representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorney's fees), judgements, fines, excise taxes and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding unless the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.
C. Advancement of Expenses. Expenses actually and
reasonably incurred by an officer or director of the Corporation in defending
a civil or criminal action, suit or proceeding described in paragraph B shall
be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding (regardless of the financial condition of such
director or officer) upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that the
person is not entitled to be indemnified by the Corporation.
D. Other Rights. The indemnification and advancement of
expenses provided by or pursuant to this Section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Corporation's Articles of
Incorporation, any insurance or other agreement, vote of shareholders or
directors or otherwise, both as to actions in their official capacity and as
to actions in another capacity while holding an office, and shall continue as
to a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such person.
E. Insurance. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against any liability asserted against and incurred
by him in any such capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against such
liability under the provisions of these By-laws.
F. Security Fund; Indemnity Agreements. By action by
the Board of Directors (notwithstanding their interest in the transaction)
the Corporation may create and fund a trust fund or fund of any nature, and
may enter into agreements with its directors, officers, employees and agents
for the purpose of securing or insuring in any manner its obligation to
indemnify or advance expenses provided for in this Section.
G. Modification. The duties of the Corporation to
indemnify and to advance expenses to a director or officer provided in this
Section shall be in the nature of a contract between the Corporation and each
such director or officer, and no amendment or repeal of any provision of this
Section, and no amendment or termination of any trust or other fund created
pursuant to Paragraph F, shall alter, to the detriment of such director or
officer, the right of such person to the advance of expenses or
indemnification related to a claim based on an act or failure to act which
took place prior to such amendment, repeal or termination.
Section 2.10. Participation in Meetings. One or more directors
may participate in a meeting of the Board or a committee of the Board by
means of conference telephone or similar communications equipment by which
all persons participating at the meeting can hear each other.
III. COMMITTEES
Section 3.01. Executive Committee. The Board of Directors shall
have authority to appoint an Executive
Committee comprised of members of the Board of Directors. If such Executive
Committee be appointed, it shall have such duties and responsibilities as
shall be conferred upon it from time to time by the Board of Directors,
including the right to act as to matters arising between meetings of the
Board, except as to matters which, by law, require action by the Board. If
so appointed, the Executive Committee shall report on its actions to the
Board from time to time as appropriate or as may be requested by the Board.
Section 3.02. Other Committees. The Board of Directors may at
any time and from time to time, appoint such standing committees and/or such
special committees, consisting of Directors or others, to perform such duties
and make such investigations and reports as the Board shall by resolution
determine. Such committees shall determine their own organization and times
and places of meeting, unless otherwise directed by such resolution.
IV. OFFICERS
Section 4.01. Number. The Officers of the Corporation shall be
a President, a Secretary, a Treasurer and
may include one or more Corporate Vice Presidents, and a Controller, and such
other Officers and Assistant Officers as the Board of Directors may from time
to time designate.
Section 4.02. Qualifications. Any two or more offices may be
held by the same person, except that the offices of President and Secretary
or Assistant Secretary shall not be held by the same person. The Officers
shall be natural persons of full age.
Section 4.03. Election and Term of Office. The Officers of the
Corporation shall be chosen by the Board of Directors at its Annual Meeting,
but the Board may choose Officers or fill any vacancies among the Officers at
any other meeting. Subject to earlier termination of office, each Officer
shall hold office for one year and until his successor shall have been duly
chosen and qualified.
Section 4.04. Resignations. Any Officer may resign at any time
by giving written notice to the Board of Directors, or to the President, or
to the Secretary of the Corporation. Any such resignation shall take effect
at the date of the receipt of such notice or at any later time specified
therein; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 4.05. Duties.
(a) The President. The President shall be the Chief
Executive Officer of the Corporation and shall have
general supervision over the business affairs of the Corporation, shall sign,
or countersign, all share certificates, contracts or other instruments of the
Corporation as authorized by the Board of Directors, except in cases where
the signing and execution thereof shall be expressly designated by the Board
to some other officer or agent of the Corporation; shall make reports to the
Board of Directors and shareholders and shall perform such other duties as
are incident to his office or are properly required of him by the Board of
Directors.
(b) The Vice Presidents. In the absence or disability of
the President, any Corporate Vice President designated by the Board of
Directors may perform all the duties of the President, and, when so acting,
shall have all the powers and be subject to all the restrictions upon the
President; provided, however, that no Corporate Vice President shall act as a
member of, or as Chairman of, any special committee of which the President is
a member, except when designated by the Board of Directors. The Corporate
Vice Presidents shall perform such other duties as from time to time may be
assigned to them by the Board of Directors or the President.
(c) The Secretary. The Secretary shall record all the
votes of the shareholders and of the Directors and the minutes of the
meetings of the shareholders and of the Board of Directors in a book or books
to be kept for that purpose; he shall see that notices of meetings of the
Board and shareholders are given and that all records and reports are
properly kept and filed by the Corporation as required by law; he shall be
the custodian of the Seal of the Corporation, and shall see that it is
affixed to all documents to be executed on behalf of the Corporation under
its Seal; and, in general, he shall perform all duties incident to the office
of the Secretary, and such other duties as may from time to time be assigned
to him by the Board of Directors or the President.
(d) Assistant Secretaries. In the absence or disability
of the Secretary, or when so directed by the Secretary, any Assistant
Secretary may perform all the duties of the Secretary, and, when so acting,
shall have all the powers of and be subject to all the restrictions placed
upon the Secretary. The Assistant Secretaries shall perform such other
duties from time to time as may be assigned to them respectively by the Board
of Directors, the President or the Secretary.
(e) The Treasurer. The Treasurer shall have charge of
all receipts and disbursement of the Corporation, and shall have or provide
for the custody of its funds and securities; he shall have full authority to
receive and give receipts for all money due and payable to the Corporation,
and to endorse checks, drafts, warrants in its name and on its behalf and to
give full discharge for the same; he shall deposit all funds of the
Corporation, except such as may be required for current use, in such banks or
other places of deposit as the Board of Directors may from time to time
designate; and, in general, he shall perform all duties incident to the
office of Treasurer and such other duties as may from time to time be
assigned to him by the Board of Directors or the President.
(f) Assistant Treasurers. In the absence or disability
of the Treasurer, or when so directed by the Treasurer, any Assistant
Treasurer may perform all the duties of the Treasurer, and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the
Treasurer. The Assistant Treasurers shall perform such other duties as from
time to time may be assigned to them respectively by the Board of Directors,
the President or the Treasurer.
Section 4.06. Compensation of Officers and Others. The
compensation of all Officers shall be fixed from time to time by the Board of
Directors, or by any committee or Officer authorized by the Board so to do.
No Officer shall be precluded from receiving such compensation by reason of
the fact that he is also a Director of the Corporation.
Additional compensation, fixed as above, may be paid to any
Officers or employees for any year or years, based upon the success of the
operations of the Corporation during such year.
V. BORROWING, DEPOSITS, PROXIES, ETC.
Section 5.01. Borrowing, etc. No Officer, agent or employee of
the Corporation shall have any power or authority to borrow money on its
behalf, to pledge its credit or to mortgage or pledge its real or personal
property, except within the scope and to the extent of the authority
delegated by resolution of the Board of Directors. Authority may be given by
the Board for any of the above purposes and may be general or limited to
specific instances.
Section 5.02. Deposits. All funds of the Corporation shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of Directors may approve
or designate, and all such funds shall be withdrawn only upon checks signed
by such one or more Officers or employees as the Board shall from time to
time determine.
Section 5.03. Proxies. Unless otherwise ordered by the Board
of Directors, any Officer of the Corporation may appoint an attorney or
attorneys (who may be or include such Officer himself), in the name and on
behalf of the Corporation, to cast the votes which the Corporation may be
entitled to cast as a shareholder or otherwise in any other corporation any
of whose shares or other securities are held by or for the Corporation, at
meetings of the holders of the shares or other securities of such other
corporation, or, in connection with the ownership of such shares or other
securities, to consent in writing to any action by such other corporation,
and may instruct the person or persons so appointed as to the manner of
casting such votes or giving such consent, and may execute or cause to be
executed in the name of and on behalf of the Corporation and under its Seal
such written proxies or other instruments as he may deem necessary or proper
in the premises.
Section 5.04. Non-Applicability of Certain Provisions of Law.
The provisions of Subchapters E, G and H of Chapter 25 of the Pennsylvania
Business Corporation Law of 1988, as amended, and any corresponding
provisions of succeeding law shall not be applicable to the Corporation.
VI. SHARE CERTIFICATES; TRANSFER
Section 6.01. Share Certificates. To the extent permitted by
law, share certificates shall be signed by the
President, or a Corporate Vice President and by the Secretary or the
Treasurer, or by an Assistant Secretary or Assistant Treasurer of the
Corporation, but, to the extent permitted by law, such signatures may be
facsimiles, engraved or printed.
Section 6.02. Transfer of Shares. Transfer of share
certificates and the shares represented thereby shall be made only on the
books of the Corporation by the owner thereof or by his attorney thereunto
authorized, by a power of attorney duly executed and filed with the Secretary
or a Transfer Agent of the Corporation, and on surrender of the share
certificates.
Section 6.03. Transfer Agent and Registrar; Regulation. The
Corporation may, if and whenever the Board of Directors so determines,
maintain, in the Commonwealth of Pennsylvania, or any other State of the
United States, one or more transfer offices or agencies, each in charge of a
Transfer Agent designated by the Board, where the shares of the Corporation
shall be transferable, and also one or more registry offices, each in charge
of a Registrar designated by the Board, where such shares shall be
registered; and no certificates for shares of the Corporation in respect of
which a Transfer Agent and Registrar shall have been designated shall be
valid unless countersigned by such Transfer Agent and registered by such
Registrar. The Board may also make such additional rules and regulations as
it may deem expedient concerning the issue, transfer, regulation and
registration of share certificates.
Section 6.04. Lost, Destroyed and Mutilated Certificates. The
Board of Directors, by standing resolution or by resolutions with respect to
particular cases, may authorize the issue of new share certificates in lieu
of share certificates lost, destroyed, or mutilated, upon such terms and
conditions as the Board may direct.
VII. FINANCIAL REPORTS
Section 7.01. The Directors of the Corporation shall not be
required to cause to be sent to the shareholders an
annual financial report under Section 318 of the Business Corporation Law of
the Commonwealth of Pennsylvania; nor need any financial report which the
Directors in their discretion may cause to be sent to the shareholders be
required to be verified by a Certified Public Accountant. Any accountant or
firm of accountants employed by the Corporation for any purpose may be or
include a Director or full-time employee of the Corporation, and shall not be
required to be elected by the shareholders of the Corporation.
VIII. AMENDMENTS
Section 8.01. Any or all of the provisions of these By-Laws
whether contractual in nature or merely regulatory of
the internal affairs of the Corporation, may be amended, altered, or repealed
by the Board of Directors or by the shareholders entitled to vote thereon, at
any regular or special meeting duly convened after notice to the Directors or
shareholders, as the case may be, giving a summary of the proposed amendment,
alteration, or repeal; provided, that any such proposal relating to Section
2.01(b) of these By-Laws must receive the affirmative vote of at least two
thirds (2/3) of all shares outstanding and entitled to vote and any proposal
to change the two-thirds (2/3) approval required by this Section must also
receive the affirmative vote of at least two-thirds (2/3) of all shares
outstanding and entitled to vote.
No provision of these By-Laws shall vest any property right in
any shareholder.
- 10 -
EXHIBIT 4F
THIRD AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as
of January 19, 2001, is by and among FIRST UNION NATIONAL BANK, a national
banking association, with an office at Broad and Walnut Streets,
Philadelphia, Pennsylvania 19109 (the "Bank"), SELAS CORPORATION OF AMERICA,
a Pennsylvania business corporation with offices located at 2034 Limekiln
Pike, Dresher, Pennsylvania 19025 ("Selas" or the 'Borrower'), DEUER
MANUFACTURING, INC., an Ohio business corporation with offices located at
2985 Springboro West, Dayton, Ohio 45439 ("Deuer"), RESISTANCE TECHNOLOGY,
INC., a Minnesota business corporation with offices located at 1260 Red Fox
Road, Arden Hills, Minnesota 55112 ("RTI"), RTI EXPORT, INC., a Barbados
corporation with offices located at c/o 2034 Limekiln Pike, Dresher,
Pennsylvania 19025 ('RTIE') and RTI ELECTRONICS, INC., a Delaware corporation
with offices located at 1800 Via Burton Street, Anaheim, California 92806
('RTI Electronics', and together with Deuer, RTI and RTIE, the 'Guarantors')
BACKGROUND
A. The Bank, the Borrower and the Guarantors entered into an Amended
and Restated Credit Agreement dated as of July 31, 1998, as amended by an
Amendment dated as of June 30, 1999 and a Second Amendment dated as of July
7, 2000 (as so amended, the "Credit Agreement"), pursuant to which the Bank
has agreed to make available to the Borrower a revolving credit facility in a
maximum principal amount of $6,000,000 in addition to the existing term loans
referred to therein (collectively, the "Existing Loans").
B. The Existing Loans are evidenced by the following promissory
notes of the Borrower: (a) a Term Note C dated as of February 21, 1997 in the
original principal amount of $3,500,000, (b) a Term Note D dated as of June
30, 1999 in the original principal amount of $900,000, and (c) an Amended and
Restated Revolving Credit Note dated as of July 7, 2000 in the principal
amount of $6,000,000 (collectively, the "Existing Notes").
C. The Credit Agreement, the Existing Notes, and all of the
documents, instruments and agreements executed and delivered in connection
therewith, together with all amendments and modifications thereto, shall be
referred to hereinafter as the "Loan Documents."
D. The Bank, the Borrower and the Guarantors desire to (i) decrease
the amount of the revolving credit facility from $6,000,000 to $4,500,000,
(ii) provide for a new term loan to the Borrower in the amount of $2,000,000,
(iii) provide for a new term loan facility to the Borrower in the maximum
amount of 1,700,000 Singapore Dollars ("Singapore $"), and (iv) amend the
terms of the Loan Documents in certain other respects, all as provided herein.
NOW, THEREFORE, incorporating the foregoing Background herein by
reference and for other good and valuable consideration, the receipt and
legal sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties agree as follows:
1. DEFINED TERMS. Terms used herein which are capitalized but not
defined herein shall have the meanings ascribed to such terms in the Credit
Agreement.
2. AMENDMENTS.
(a) Section 1.1 of the Credit Agreement is hereby amended by adding
the following defined terms which shall appear in alphabetical order:
"Singapore Dollar Loan" means a Loan which bears
interest based on the Singapore Dollar Offer Rate for
the applicable Interest Period.
"Singapore Dollar Offer Rate" means, with respect to each
day during each Interest Period pertaining to a Singapore Dollar
Loan, the rate per annum at which prime banks offer to make
deposits in Singapore dollars available to other prime banks for
a period equal to the relevant Interest Period, as quoted at
Reuters Page QASEANFIX=SG relating to off-shore funding, as of
11:00 a.m., London time, on the day that is three (3) Business
Days prior to the commencement of such Interest Period (or if not
so reported, then as determined by the Bank from another
recognized source of interbank quotation).
"Term Loan E" means the term loan made pursuant
to Section 2.1(d) of this Agreement.
"Term Note E" means the promissory note of the
Borrower dated January 19, 2001 payable to the order
of the Bank in the principal amount of $2,000,000, in
substantially the form of Exhibit A attached to the
Third Amendment, to be delivered to the Bank by the
Borrower pursuant to Section 5(b) of such Amendment,
as such Note may be amended, modified, extended or
restated from time to time.
"Term Loan F" means the term loan made pursuant
to Section 2.1(e) of this Agreement.
"Term Note F" means the promissory note of the
Borrower dated January 19, 2001 payable to the order
of the Bank in the principal amount of Singapore
$1,700,000, in substantially the form of Exhibit B
attached to the Third Amendment, to be delivered to
the Bank by the Borrower pursuant to Section 5(b) of
the Third Amendment, as such Note may be amended,
modified, extended or restated from time to time.
"Third Amendment" means the Third Amendment to
this Credit Agreement dated as of January 19, 2001,
among the Borrower, the Guarantors and the Bank.
(b) Section 1.1 of the Credit Agreement is
hereby amended by amending and restating the following defined
terms as follows:
"Interest Period" means, with respect to any LIBOR
Loan or Singapore Dollar Loan:
(a) initially, the period commencing on, as
the case may be, the date of borrowing or conversion
with respect to such LIBOR Loan or Singapore Dollar Loan
and ending one, two or three months (or in the case of
Singapore Dollar Loans only, six months) thereafter as
selected by the Borrower (i) in the case of LIBOR Loans,
in its notice of borrowing as provided in Section 2.6 or
its notice of conversion as provided in Section
2.5(c)(ii), or (ii) in the case of Singapore Dollar
Loans, in its notice of borrowing or notice of
conversion as provided in Section 2.1(e); and
(b) thereafter, each period commencing on
the last day of the next preceding Interest Period
applicable to such LIBOR Loan or Singapore Dollar Loan
and ending one, two or three months (or in the case of
Singapore Dollar Loans only, six months) thereafter as
selected by the Borrower by irrevocable notice to the
Bank not less than three (3) Business Days prior to the
last day of the then current Interest Period with
respect to such LIBOR Loan or Singapore Dollar Loan;
provided that the foregoing provisions relating to
Interest Periods are subject to the following:
(i) if any Interest Period pertaining to a
LIBOR Loan or Singapore Dollar Loan would otherwise end
on a day which is not a Business Day, that Interest
Period shall be extended to the next succeeding Business
Day unless the result of such extension would be to
carry such Interest Period into the next calendar month,
in which event such Interest Period shall end on the
immediately preceding Business Day;
(ii) any Interest Period pertaining to a
LIBOR Loan or Singapore Dollar Loan that begins on the
last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day for
which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall
end on the last Business Day of a calendar month; and
(iii) the Borrower may not select any
Interest Period which ends after the Revolving Credit
Termination Date.
'Revolving Credit Commitment' means the maximum
aggregate principal amount which the Bank has agreed to
advance to the Borrower under the Revolving Credit
Facility, which from and after the effective date of the
Third Amendment shall be $4,500,000.
'Revolving Credit Note' means the Amended and
Restated Revolving Credit Note of the Borrower dated
January 19, 2001, payable to the order of the Bank in a
principal amount equal to the amount of the Revolving
Credit Commitment, in substantially the form of Exhibit
C to the Third Amendment, as such Note may be amended,
modified, extended or restated from time to time. The
Revolving Credit Note evidences the same indebtedness
that is evidenced by the Amended and Restated Revolving
Credit Note of the Borrower dated July 7, 2000 payable
to the order of the Bank in the original principal
amount of $6,000,000 (the "Prior Note") and amends and
restates the Prior Note in its entirety and shall be
substituted therefor. Notwithstanding anything herein
to the contrary, all interest and other obligations of
the Borrower under the Prior Note accrued prior to or
on the date of the execution and delivery of the
Revolving Credit Note but remaining unpaid shall not be
discharged and shall be due and payable in accordance
with the terms of the Prior Note.
"Revolving Credit Termination Date" means the
earlier of (i) January 31, 2002 (as such date may be
extended from time to time in accordance with Section
2.8 hereof) or (ii) the date on which the Revolving
Credit Commitment is terminated pursuant to Section
9.2 hereof.
"Term Loans" means Term Loan C, Term Loan D,
Term Loan E and Term Loan F.
"Term Notes" means Term Note C, Term Note D,
Term Note E and Term Note F.
In addition, Schedule I-B of the Credit Agreement shall be amended to
add RTI Technologies Pte. Ltd. and Lectret Precision Pte. Ltd. as foreign
subsidiaries.
(c) Section 2.1 of the Credit Agreement is hereby amended by adding
the following new subsections (d) and (e) after subsection (c):
(d) Term Loan E. On the effective date of the
Third Amendment, the Bank will make a term loan to
the Borrower in the principal amount of $2,000,000
("Term Loan E"). Any amounts of Term Loan E that are
repaid or prepaid may not be reborrowed hereunder.
(e) Term Loan F. From and after the effective
date of the Third Amendment, until July 15, 2002, the
Borrower may make draws under a term loan facility up
to a maximum principal amount of Singapore $1,700,000
("Term Loan F"). The Bank will make an initial
advance of Singapore $700,000 to the Borrower under
Term Loan F on the effective date of the Third
Amendment. The balance of Term Loan F will be
advanced to the Borrower pursuant to draws by the
Borrower in accordance with Schedule 1 to the Third
Amendment. Not more than two draw requests may be
made by the Borrower during any draw period. The
Borrower shall give the Bank not less than three (3)
Business Days written notice of (A) any proposed
borrowing of a Singapore Dollar Loan and (B) the
conversion of a Singapore Dollar Loan into another
Singapore Dollar Loan. In the case of a borrowing of
a Singapore Dollar Loan, each such notice shall
specify (A) the date of such borrowing, which shall
be within the related draw period as set forth in
Schedule 1 to the Third Amendment, (B) the amount of
such borrowing, which shall not cause the total
amount of Singapore Dollar Loans to exceed the amount
for the related draw period set forth in the
"Cumulative Amount" column of Schedule 1 to the
Third Amendment, (C) the Interest Period for such
Singapore Dollar Loan, and (D) instructions regarding
where the Bank should deposit or transfer the
proceeds of such borrowing to or for the account of
the Borrower. In the case of a conversion of a
Singapore Dollar Loan, each such notice shall specify
(A) the date of such conversion, which shall be on
the last day of the Interest Period for such
Singapore Dollar Loan, and (B) the Interest Period
for the new Singapore Dollar Loan into which the old
Singapore Dollar Loan is to be converted. Each
notice of borrowing or conversion shall be
irrevocable and binding upon the Borrower. Any
amounts of Term Loan F that are repaid or prepaid may
not be reborrowed hereunder. All Singapore Dollar
Loans will be advanced by the Bank from its offices
in London, England.
(d) Section 2.2 of the Credit Agreement is hereby amended by adding
new subsections 2.2.2 and 2.2.3 after Section 2.2.1:
2.2.2 Term Loan E. The indebtedness of the
Borrower under Term Loan E shall be evidenced by Term
Note E.
2.2.3 Term Loan F. The indebtedness of the
Borrower under Term Loan F shall be evidenced by Term
Note F.
(e) Section 2.3 of the Credit Agreement is hereby amended by adding
the following new subsections 2.3.2 and 2.3.3 after Section 2.3.1:
2.3.2 Term Loan E. Funds advanced under Term
Loan E shall be used by the Borrower to repay
$2,000,000 of the outstanding advances under the
Revolving Credit Facility.
2.3.3 Term Loan F. The initial advance of
Singapore $700,000 under Term Loan F shall be applied
to reduce or pay off the outstanding advances under
the Revolving Credit Facility that were previously
used by the Borrower to pay a portion of the purchase
price for the acquisition of Lectret Precision Pte.
Ltd. by RTI Technologies Pte. Ltd., which is a
subsidiary of RTI. All subsequent advances under
Term Loan F shall be used by the Borrower to pay
additional installments of the purchase price of such
acquisition.
(f) Section 2.4 of the Credit Agreement is hereby amended by adding
the following new subsections (e) and (f) after subsection (d):
(e) Term Loan E.
(i) Scheduled Payments. Term Loan E
shall be payable in fifty-nine (59) consecutive
monthly principal installments of $33,333.33 each,
commencing March 1, 2001 and continuing on the first
day of each month thereafter, and a final, sixtieth
(60th) installment of the remaining principal balance
of Term Loan E, together with all interest accrued
thereon and all fees and costs payable in connection
therewith, due and payable on February 1, 2006.
(ii) Optional Prepayments. The
Borrower may prepay Term Loan E in whole at any time
or in part from time to time; provided, however, that
(A) any such prepayment shall be applied to the
outstanding principal of Term Loan E in the inverse
order of maturity of the installments thereof, and
(B) any such prepayment shall be accompanied by any
additional payment required to compensate the Bank
for any loss, cost or expense incurred as a result of
such prepayment as provided in Section 2.14 hereof
and any amount due in connection with the termination
of any Swap Agreement entered into for purposes of
hedging Term Loan E.
(iii) Swap Agreements. Any
prepayment of Term Loan E shall not release the
obligations of the Borrower under any Swap Agreement.
(f) Term Loan F.
(i) Scheduled Payments. Term Loan F
shall be payable in forty-one (41) equal consecutive
monthly principal installments, which shall be
determined by dividing the principal amount of Term
Loan F as of July 31, 2002 by 42, commencing
September 1, 2002 and continuing on the first day of
each month thereafter, and a final, forty-second
(42nd) installment of the remaining principal balance
of Term Loan F, together with all interest accrued
thereon and all fees and costs payable in connection
therewith, due and payable on February 1, 2006.
(ii) Optional Prepayments. The
Borrower may prepay Term Loan F in whole at any time
or in part from time to time; provided, however, that
(A) any such prepayment shall be applied to the
outstanding principal of Term Loan F in the inverse
order of maturity of the installments thereof, and
(B) any such prepayment shall be accompanied by any
additional payment required to compensate the Bank
for any loss, cost or expense incurred as a result of
such prepayment as provided in Section 2.14 hereof
and any amount due in connection with the termination
of any Swap Agreement entered into for purposes of
hedging Term Loan F.
(iii) Swap Agreements. Any
prepayment of Term Loan F shall not release the
obligations of the Borrower under any Swap Agreement.
(iv) Payments on Singapore Dollar
Loans. Notwithstanding any provision to the contrary
contained in this Agreement or the other Loan
Documents, all payments of principal, interest and
any other amounts due in respect of Singapore Dollar
Loans shall be made in Singapore Dollars in
immediately available funds on a Business Day at the
offices of the Bank in London, England.
(h) Section 2.5 of the Credit Agreement is hereby further amended by
adding the following new subsections (e) and (f) after subsection (d):
(e) Term Loan E. In the absence of an Event of
Default or Default hereunder, the outstanding
principal balance of Term Loan E shall bear interest
at the following interest rate (in each case
calculated on the basis of a 360-day year and the
actual number of days elapsed):
(i) Each portion of Term Loan E which
is a LIBOR Market Interest Loan shall bear interest
at the LIBOR Market Index Rate plus 150 basis points
(1.50%), payable by the Borrower monthly on the first
day of each month and upon the maturity of Term Loan
E.
(ii) Each portion of Term Loan E
which is a LIBOR Loan shall bear interest at the
LIBOR Adjusted Rate for such LIBOR Loan plus 150
basis points (1.50%), payable by the Borrower on the
last day of the applicable Interest Period and upon
the maturity of Term Loan E.
(f) Term Loan F.
(i) In the absence of an Event of
Default or Default hereunder, each Singapore Dollar
Loan comprising Term Loan F shall bear interest at
the Singapore Dollar Offer Rate for such Singapore
Dollar Loan plus 150 basis points (1.50%), payable by
the Borrower on the last day of the applicable
Interest Period and upon the maturity of Term Loan
F. Interest shall be calculated on the basis of a
360-day year and the actual number of days elapsed.
(ii) If the Borrower shall fail to
select the duration of any Interest Period for any
Singapore Dollar Loan in accordance with the
provisions of this Agreement, the Bank will forthwith
so notify the Borrower, whereupon such Singapore
Dollar Loan will automatically, on the last day of
the Interest Period therefor, convert into a
Singapore Dollar Loan having a one-month Interest
Period.
The references in the former subsection 2.5(e) (which shall be redesignated
as subsection 2.5(g)) to "subsections (a), (b), (c) and (d)" and "Sections
2.5(a), (b), (c) and (d)" shall be amended to read "subsections (a), (b),
(c), (d), (e) and (f)" and "Sections 2.5(a), (b), (c), (d), (e) and (f)",
respectively.
4. FACILITY FEES.
(a) On the date of execution of this Amendment, the Borrower
shall pay to the Bank a nonrefundable facility fee for Term Loan E (the "Term
Loan E Facility Fee") equal to one-quarter percent (0.25%) of the original
principal amount of Term Loan E.
(b) On the date of execution of this Amendment, the Borrower
shall pay to the Bank a nonrefundable facility fee for Term Loan F (the "Term
Loan F Facility Fee") equal to one-quarter percent (0.25%) of the maximum
principal amount of Term Loan F.
5. CONDITIONS PRECEDENT. The effectiveness of this Amendment and
the Bank's obligations hereunder are conditioned upon the satisfaction of the
following conditions precedent:
(a) The Borrower and Guarantors shall have delivered to the
Bank this Amendment, duly executed by Borrower and each of the Guarantors.
(b) The Borrower shall have delivered to the Bank Term Note E,
Term Note F and the Revolving Credit Note, each dated as of the date hereof,
duly executed by the Borrower;
(c) The Bank shall have received an opinion of counsel from
Drinker Biddle & Reath, counsel for the Borrower and Guarantors, in form and
substance satisfactory to the Bank and its counsel;
(d) The Borrower shall have paid the Term Loan E Facility Fee
and Term Loan F Facility Fee to the Bank;
(e) All proceedings required to be taken by the Borrower and
Guarantors in connection with the transactions contemplated by this Amendment
shall be satisfactory in form and substance to the Bank and its counsel, and
the Bank shall have received all such counterpart originals or certified or
other copies of such documents as the Bank may reasonably request;
(f) The Borrower and Guarantors shall have executed and
delivered to the Bank such other documents, instruments and agreements as the
Bank may reasonably request.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS. In order to induce
the Bank to enter into this Amendment, the Borrower and Guarantors each
hereby represent, warrant and covenant to the Bank as follows:
(a) The representations and warranties contained in the Loan
Documents are true and correct on and as of the date of this Amendment and,
after giving effect hereto, no Event of Default (other than those that have
been waived in writing by the Bank) will be in existence or will occur as a
result of giving effect hereto.
(b) The execution, delivery and performance of this Amendment
will not violate any provision of any law or regulation or of any writ or
decree of any court or governmental instrumentality, of the Borrowers or of
any of the Guarantors' certificates or articles of incorporation, by-laws or
other similar organizational documents.
(c) The Borrower and each of the Guarantors have the power to
execute, deliver and perform this Amendment and each of the documents,
instruments and agreements to be executed and/or delivered in connection
herewith and have taken all necessary action to authorize the execution,
delivery and performance of this Amendment and each of the documents,
instruments and agreements executed and/or delivered in connection herewith
and the performance of the Credit Amendment as amended hereby.
(d) The execution, delivery and performance of this Amendment
and each of the documents, instruments and agreements to be executed and/or
delivered in connection herewith does not require the consent of any other
party or the consent, license, approval or authorization of, or registration
or declaration with, any governmental body, authority, bureau or agency and
the Loan Documents, this Amendment and each of the documents, instruments and
agreements executed and/or delivered in connection herewith constitute legal,
valid and binding obligations of the Borrower and each of the Guarantors,
enforceable in accordance with their respective terms, subject to bankruptcy,
insolvency, reorganization and other laws of general applicability relating
to or affecting creditors' rights and except as enforcement may be subject to
general equitable principles.
7. REAFFIRMATION BY BORROWER AND GUARANTORS. Except as amended
hereby, all of the terms, covenants and conditions of the Credit Agreement
and each of the other Loan Documents (including, but not limited to,
provisions relating to any authority granted to the Bank to confess judgment
against the Borrower, Guarantors, or any of them, and any waiver of the right
to trial by jury) are ratified, reaffirmed and confirmed and shall continue
in full force and effect as therein written and are not intended to be
reenacted as of the above date, but rather to be effective as of the original
date of such documents. The Borrower and each of the Guarantors hereby
reaffirm and ratify all of the terms, covenants, and conditions contained in
each of their respective guarantees and confirms that such guarantees are
binding and enforceable against the parties thereto as if such guarantees had
been executed as of the date hereof. The Borrowers and each Guarantor hereby
acknowledge and agree that the term "Obligations," as defined in their
respective Security Agreements and Guaranty and Suretyship Agreements (and,
as to RTI, its Patent and Trademark Security Agreement), includes all of the
obligations of Borrower under Term Note E and Term Note F (in addition to the
obligations of the Borrower under Term Note C, Term Note D and the Revolving
Credit Note) and all of their respective obligations under the Loan Documents
as amended by this Amendment.
8. BINDING EFFECT. This Amendment shall be binding upon and inure
to the benefit of the Borrower, the Guarantors and the Bank and their
respective heirs, executors, administrators, successors and assigns;
provided, however, that the Borrower and/or the Guarantors may not assign any
of their rights, nor delegate any of their obligations, under this Amendment
without the prior written consent of the Bank and any purported assignment or
delegation absent such consent shall be void.
9. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in
any number of counterparts and by the different parties on separate
counterparts. Each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute one and the same agreement.
This Amendment shall be deemed to have been executed and delivered when the
Bank has received counterparts hereof executed by all parties listed on the
signature page(s) hereto.
10. AMENDMENT AND WAIVER. No amendment of this Amendment, and no
waiver of any one or more of the provisions hereof shall be effective unless
set forth in a writing and signed by the parties hereto.
11. GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the internal laws of the Commonwealth of Pennsylvania.
12. SEVERABILITY. Any provision of this Amendment that is held to be
inoperative, unenforceable, voidable or invalid in any jurisdiction shall, as
to that jurisdiction, be ineffective, unenforceable, void or invalid without
affecting the remaining provisions in that or any other jurisdiction, and to
this end the provisions of this Amendment are declared to be severable.
13. JUDICIAL PROCEEDINGS. Each party to this Amendment agrees that
any suit, action or proceeding, whether claim or counterclaim, brought or
instituted by any party hereto or any successor or assign of any party, on or
with respect to this Amendment, the documents, instruments and agreements
executed in connection herewith, the Loan Documents or the dealings of the
parties with respect hereto and thereto, shall be tried only by a court and
not by a jury. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING.
Further, each party waives any right it may have to claim or recover, in any
such suit, action or proceeding, any special, exemplary, punitive or
consequential damages or damages other than, or in addition to, actual
damages. THE BORROWER AND THE GUARANTORS ACKNOWLEDGE AND AGREE THAT THIS
SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND THAT THE BANK
WOULD NOT ENTER INTO THIS AGREEMENT IF THE WAIVERS SET FORTH IN THIS SECTION
WERE NOT A PART OF THIS AGREEMENT.
14. EXPENSES. The Borrower agrees to pay all reasonable costs and
expenses of the Bank, including without limitation the costs incurred by the
Bank for regulatory compliance audits, environmental investigations,
reasonable fees and costs of its legal counsel, filing and recording costs,
and other expenses incurred in connection with the preparation, execution and
delivery of this Amendment and the transactions contemplated hereby.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
SELAS CORPORATION OF AMERICA
Attest:
By: By:
Name: Judith L. Gatens Name: Francis A. Toczylowski
Title: Assistant Secretary Title: Vice President & Treasurer
DEUER MANUFACTURING, INC.
Attest:
By: By:
Name: Judith L. Gatens Name: Robert W. Ross
Title: Assistant Secretary Title: Vice President & Treasurer
RESISTANCE TECHNOLOGY, INC.
Attest:
By: By:
Name: Judith L. Gatens Name: Robert W. Ross
Title: Assistant Secretary Title: Vice President & Treasurer
RTI EXPORT, INC.
Attest:
By: By:
Name: Judith L. Gatens Name: Francis A. Toczylowski
Title: Assistant Secretary Title: Vice President
RTI ELECTRONICS, INC.
Attest:
By: By:
Name: Robert W. Ross Name: Stephen F. Ryan
Title: Secretary Title: Chairman
FIRST UNION NATIONAL BANK
By:
Name:
Title:
SCHEDULE 1
Term Loan F Draw Schedule
Scheduled Cumulative
Amount of Draw Amount
(Singapore $) (Singapore $)
Draw Period
Effective Date of
Third Amendment 700,000 700,000
From February 1, 2001
to March 31, 2001 up to 250,000 950,000
From April 1, 2001
to June 30, 2001 up to 250,000 1,200,000
From July 1, 2001
to March 31, 2002 up to 250,000 1,450,000
From April 1, 2002
to July 15, 2002 up to 250,000 1,700,000
TOTAL up to 1,700,000
-10-
Exhibit 10G
SELAS CORPORATION OF AMERICA
2001 STOCK OPTION PLAN
WHEREAS, Selas Corporation of America desires to award incentive and
nonqualified stock options to certain of its key employees;
NOW, THEREFORE, the Selas Corporation of America 2001 Stock Option
Plan is hereby adopted under the following terms and conditions:
SECTION 1 - PURPOSE AND DEFINITIONS
(a) Purpose. The Plan is intended to provide a means whereby the Company may,
through the grant of ISOs and NQSOs to Key Employees, attract and retain such
individuals and motivate them to exercise their best efforts on behalf of the
Company and of any Related Corporation.
(b) Definitions.
(1) "Board" shall mean the Board of Directors of the Company.
(2) "Cause" shall mean the Optionee has--
(A) demonstrated his or her personal dishonesty;
(B) engaged in willful misconduct;
(C) engaged in a breach of fiduciary duty involving personal profit;
(D) willfully violated any law, rule, or regulation, or final cease-and-desist
order (other than traffic violations or similar offenses); or
(E) engaged in other serious misconduct of such a nature that the continuation
of the Optionee's status as a Key Employee may reasonably be expected to affect
the Company and Related Corporations adversely.
(3) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(4) "Common Stock" shall mean the common stock of the Company, par value $1.00
per share.
(5) "Committee" shall mean the Compensation Committee of the Board which shall
consist solely of not fewer than two directors of the Company who shall be
appointed by, and serve at the pleasure of, the Board (taking into consideration
the rules under section 16(b) of the Exchange Act and the requirements of
section 162(m) of the Code).
(6) "Company" shall mean Selas Corporation of America.
(7) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
(8) "Fair Market Value" shall mean the following, arrived at by a good faith
determination of the Committee:
(A) the mean between the highest and lowest selling prices on the date of grant
as quoted by the American Stock Exchange Composite Transaction Tape, or if not
available or if the primary market for the shares shall not be the American
Stock Exchange;
(B) such other method of determining fair market value as shall be authorized by
the Code for the pricing of ISOs, or the rules or regulations thereunder, and
adopted by the Committee.
(9) "ISO" shall mean an option which, at the time such option is granted under
the Plan, qualifies as an incentive stock option within the meaning of section
422 of the Code, unless the Option Agreement states that the option will not be
treated as an ISO.
(10) "Key Employee" shall mean an officer or other key employee of the Company
or a Related Corporation.
(11) "NQSO" shall mean an option which, at the time such option is granted, does
not meet the definition of ISO, whether or not it is designated as a
nonqualified stock option in the Option Agreement.
(12) "Option Agreement" shall mean a written document evidencing the grant of an
Option, as described in Section 8.
(13) "Optionee" shall mean a Key Employee who has been granted an Option under
the Plan.
(14) "Options" shall mean ISOs and NQSOs.
(15) "Plan" shall mean the Selas Corporation of America 2001 Stock Option Plan
as set forth herein and as amended from time to time.
(16) "Related Corporation" shall mean either a "subsidiary corporation" of the
Company, as defined in section 424(f) of the Code, or the "parent corporation"
of the Company, as defined in section 424(e) of the Code.
(17) "Termination of Employment" shall mean the termination of the employment
relationship between the Key Employee and the Company and all Related
Corporations.
SECTION 2 - ADMINISTRATION
The Plan shall be administered by the Committee. Each member of the
Committee, while serving as such, shall be deemed to be acting in his or her
capacity as a director of the Company.
The Committee shall have full authority, subject to the terms of the
Plan, to select the Key Employees to be granted Options under the Plan, to grant
Options on behalf of the Company, and to set the date of grant and the other
terms of such Options in accordance with the Plan. The Committee may correct any
defect, supply any omission, and reconcile any inconsistency in the Plan and in
any Option granted hereunder in the manner and to the extent it deems desirable.
The Committee also shall have the authority to establish such rules and
regulations, not inconsistent with the provisions of the Plan, for the proper
administration of the Plan, to amend, modify, or rescind any such rules and
regulations, and to make such determinations and interpretations under, or in
connection with, the Plan, as it deems necessary or advisable. All such rules,
regulations, determinations, and interpretations shall be binding and conclusive
upon the Company, its shareholders, and all Optionees, upon their respective
legal representatives, beneficiaries, successors, and assigns, and upon all
other persons claiming under or through any of them. Except as otherwise
required by the bylaws of the Company or by applicable law, no member of the
Board or the Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any Option granted under it.
SECTION 3 - ELIGIBILITY
The class of employees who shall be eligible to receive Options
under the Plan shall be the Key Employees (including any directors who also are
Key Employees) of the Company and/or of a Related Corporation. More than one
Option may be granted to an Optionee under the Plan.
SECTION 4 - STOCK
Options may be granted under the Plan to purchase up to a maximum of
1,000,000 shares of Common Stock; provided, however, that no Key Employee shall
receive Options for more than 250,000 shares of Common Stock under this Plan.
However, both limits in the preceding sentence shall be subject to adjustment as
hereinafter provided. Shares issuable under the Plan may be authorized but
unissued shares or reacquired shares, and the Company may purchase shares
required for this purpose, from time to time, if it deems such purchase to be
advisable.
If any Option granted under the Plan expires, or if any such Option
is cancelled for any reason whatsoever (including, without limitation, the
Optionee's surrender thereof), without having been exercised, the shares subject
to the unexercised portion of the Option shall continue to be available for the
granting of Options under the Plan as fully as if the shares had never been
subject to an Option. However, if an Option is cancelled, the shares of Common
Stock covered by the cancelled Option shall be counted against the maximum
number of shares specified above for which Options may be granted to a single
Key Employee.
SECTION 5 - GRANTING OF OPTIONS
From time to time until the expiration or earlier suspension or
discontinuance of the Plan, the Committee may, on behalf of the Company, grant
to Key Employees such Options as it determines are warranted; provided, however,
that grants of ISOs and NQSOs shall be separate and not in tandem. A member of
the Committee shall not participate in a vote approving the grant of an Option
to himself or herself to the extent provided under the laws of the Commonwealth
of Pennsylvania governing corporate self-dealing. In making any determination as
to whether a Key Employee shall be granted an Option, the type of Option to be
granted to a Key Employee, the number of shares to be covered by the Option, and
other terms of the Option, the Committee may take into account the duties of the
Key Employee, his or her present and potential contributions to the success of
the Company or a Related Corporation, the tax implications to the Company and
the Key Employee of any Option granted, and such other factors as the Committee
may deem relevant in accomplishing the purposes of the Plan.
SECTION 6 - ISO ANNUAL LIMIT
The aggregate Fair Market Value of the Common Stock with respect to
which ISOs are exercisable for the first time by a Key Employee during any
calendar year (counting ISOs under this Plan and under any other stock option
plan of the Company or a Related Corporation) shall not exceed $100,000. If an
Option intended as an ISO is granted to a Key Employee and the Option may not be
treated in whole or in part as an ISO pursuant to the $100,000 limitation, the
Option shall be treated as an ISO to the extent it may be so treated under the
limitation and as an NQSO as to the remainder. For purposes of determining
whether an ISO would cause the limitation to be exceeded, ISOs shall be taken
into account in the order granted. The annual limits set forth above for ISOs
shall not apply to NQSOs.
SECTION 7 - TERMS AND CONDITIONS OF OPTIONS
Options granted pursuant to the Plan shall include expressly or by
reference the following terms and conditions, as well as such other provisions
not inconsistent with the provisions of the Plan (and, for ISOs granted under
the Plan, the provisions of section 422(b) of the Code), as the Committee shall
deem desirable --
(a) Number of Shares. The Option shall state the number of shares of
Common Stock to which it pertains.
(b) Price. The Option shall state the option price which shall be
determined and fixed by the Committee in its discretion but
(1) with respect to an ISO, the option price shall not be less than the higher
of 100 percent (110 percent in the case of a more-than-10-percent shareholder,
as provided in subsection (k) below) of the Fair Market Value of the shares of
Common Stock subject to the Option on the date the ISO is granted, or the par
value thereof, and,
(2) with respect to an NQSO, the option price shall not be less than the higher
of 100 percent of the Fair Market Value of the optioned shares of Common Stock
on the date the NQSO is granted, or the par value thereof.
(c) Term
(1) ISOs. Subject to earlier termination as provided in subsections (e), (f),
(g) and (h) below and in Section 10 hereof, the term of each ISO shall be not
more than 10 years (five years in the case of a more-than-10-percent
shareholder, as discussed in subsection (k) below) from the date of grant of the
ISO.
(2) NQSOs. Subject to earlier termination as provided in subsections (e), (f),
(g) and (h) below and in Section 10 hereof, the term of each NQSO shall be not
more than ten years from the date of grant.
(d) Exercise. Options shall be exercisable in such installments and on such
dates as the Committee may specify but not earlier than one year from the date
of grant. In the case of new Options granted to an Optionee to replace options
(whether granted under the Plan or otherwise) held by the Optionee, the new
Options may be made exercisable, if so determined by the Committee, in its
discretion, at the earliest date the original Options were exercisable. The
Committee may accelerate the exercise date of any outstanding Options, in its
discretion, if it deems such acceleration to be desirable. Notwithstanding the
foregoing, Options shall be exercisable upon a change in control as defined
under the Change in Control Agreement in effect between the Company and the
Optionee.
Any exercisable Options may be exercised at any time up to the
expiration or termination of the Option. Exercisable Options may be exercised,
in whole or in part and from time to time, by giving written notice of exercise
to the Company at its principal office, specifying the number of shares to be
purchased and accompanied by payment in full of the aggregate Option exercise
price for such shares. Only full shares shall be issued under the Plan, and any
fractional share which might otherwise be issuable upon exercise of an Option
granted hereunder shall be forfeited.
The Option exercise price shall be payable in cash or its
equivalent, or if the Committee so provides in the Option Agreement, or in the
case of NQSOs if the Committee so determines at or prior to the time of
exercise, in whole or in part (1) through the transfer of shares of Common Stock
previously acquired by the Optionee; provided that (i) if such shares of Common
Stock were acquired through the exercise of an ISO and are used to pay the
option price for ISOs, such shares have been held by the Optionee for a period
of not less than the holding period described in section 422(a)(1) of the Code
on the date of exercise, or (ii) if such shares of Common Stock were acquired
through the exercise of an NQSO or ISO and are used to pay the option price of
an NQSO, such shares have been held by the Optionee for a period of more than
one year on the date of exercise, or (iii) if such shares of Common Stock were
acquired through exercise of a NQSO and are used to pay the option price of an
ISO, such shares have been held by the Optionee for more than one year; or (2)
by delivering a properly executed notice of exercise of the Option to the
Company and a broker, with irrevocable instructions to the broker promptly to
deliver to the Company the amount of sale or loan proceeds necessary to pay the
exercise price of the Option.
In the event the option price is paid, in whole or in part, with
shares of Common Stock, the portion of the option price so paid shall be equal
to the aggregate Fair Market Value (determined as of the date of exercise of the
Option, rather than the date of grant) of the Common Stock so surrendered in
payment of the option price.
(e) Termination of Employment for a Reason Other Than Retirement, Death or
Disability. If an Optionee's Termination of Employment occurs prior to the
expiration date fixed for his or her Option for any reason other than
retirement, death or disability, such Option may be exercised, to the extent of
the number of shares with respect to which the Optionee could have exercised it
on the date of such Termination of Employment, or to any greater extent
permitted by the Committee, by the Optionee at any time prior to the earliest of
(i) the expiration date specified in the Option Agreement, (ii) three months
after the date of such Termination of Employment, if the Termination was not for
Cause (unless the Option Agreement provides a different expiration date in the
case of such a Termination), and (iii) the date of such Termination of
Employment, if the Termination was for Cause (unless the Option Agreement
provides a later expiration date in the case of such a Termination).
(f) Retirement. If an Optionee retires in accordance with the retirement policy
of the Company, or with the express consent of the Board, prior to the
expiration date fixed for his or her Option, such Option may be exercised, to
the extent of the number of shares with respect to which the Optionee could have
exercised it on the date of such Termination of Employment, or to any greater
extent permitted by the Committee, by the Optionee at any time prior to the
earlier of (i) the expiration date specified in the Option Agreement or (ii)
five years after the date of such Termination of Employment. "Retirement" does
not include Termination of Employment for Cause, even if the Optionee is
otherwise eligible to retire.
(g) Disability. If an Optionee becomes disabled (within the meaning of section
22(e)(3) of the Code) prior to the expiration date fixed for his or her Option,
and the Optionee's Termination of Employment occurs as a consequence of such
disability, such Option may be exercised, to the extent of the number of shares
with respect to which the Optionee could have exercised it on the date of such
Termination of Employment, or to any greater extent permitted by the Committee,
by the Optionee at any time prior to the earlier of (i) the expiration date
specified in the Option Agreement, or (ii) one year after the date of such
Termination of Employment (unless the Option Agreement provides a different
expiration date in the case of such a Termination). In the event of the
Optionee's legal disability, such Option may be exercised by the Optionee's
legal representative.
(h) Death. If an Optionee's Termination of Employment occurs as a result of
death, prior to the expiration date fixed for his or her Option, or if the
Optionee dies following his or her Termination of Employment but prior to the
earlier of (i) the expiration date fixed for his or her Option, or (ii) the
expiration of the period determined under subsections (e), (f) and (g) above
(including any extension of such period provided in the Option Agreement), such
Option may be exercised, to the extent of the number of shares with respect to
which the Optionee could have exercised it on the date of his or her death, or
to any greater extent permitted by the Committee, by the Optionee's estate,
personal representative, or beneficiary who acquired the right to exercise such
Option by bequest or inheritance or by reason of the death of the Optionee. Such
post-death exercise may occur at any time prior to the earlier of (i) the
expiration date specified in such Option, or (ii) two years after the date of
the Optionee's death (unless the Option Agreement provides a different
expiration date in the case of death).
(i) Transferability. Except as provided in the following sentence, no Option
shall be assignable or transferable by an Optionee otherwise than by will or by
the laws of descent and distribution. The Committee may, in its discretion,
authorize all or a portion of a non-qualified stock option to be on terms which
permit transfer by the Optionee to (i) the spouse, children or grandchildren of
the Optionee ("Immediate Family Members"), (ii) a trust or trusts for the
exclusive benefit of such Immediate Family Members, or (iii) a partnership in
which such Immediate Family Members are the only partners, provided that (x)
there may be no consideration for any such transfer, (y) the Option Agreement
pursuant to which such Option is granted must be approved by the Committee and
expressly provide for transferability in a manner consistent with this Section,
and (z) subsequent transfers of the Option shall be prohibited other than by
will or the laws of descent and distribution.
A transferred Option shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer, and the
Optionee shall remain subject to tax withholding under Section 7(m). The events
of termination of employment of Section 7 shall also continue to be applied with
respect to the original Optionee, following which the Option shall be
exercisable by the transferee only to the extent, and for the periods specified
in Sections 7(e), (f), (g) and (h).
If the Optionee is married at the time of exercise and if the
Optionee so requests at the time of exercise, the certificate or certificates
shall be registered in the name of the Optionee and the Optionee's spouse,
jointly, with right of survivorship.
(j) Rights as a Shareholder. An Optionee shall have no rights as a shareholder
with respect to any shares covered by his or her Option until the issuance of a
stock certificate to him or her for such shares.
(k) Ten-Percent Shareholder. If, after applying the attribution rules of section
424(d) of the Code, the Optionee owns more than 10 percent of the total combined
voting power of all shares of stock of the Company or of a Related Corporation
at the time an ISO is granted to him, the option price for the ISO shall be not
less than 110 percent of the Fair Market Value of the optioned shares of Common
Stock on the date the ISO is granted, and such ISO, by its terms, shall not be
exercisable after the expiration of five years from the date the ISO is granted.
The conditions set forth in this subsection shall not apply to NQSOs.
(l) Listing and Registration of Shares. Each Option and shall be subject to the
requirement that, if at any time the Committee shall determine, in its
discretion, that the listing, registration, or qualification of the Option or
the shares of Common Stock covered thereby upon any securities exchange or under
any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such Option or the exercise thereof, or that action by the
Company, its shareholders, or the Optionee should be taken in order to obtain an
exemption from any such requirement or to continue any such listing,
registration, or qualification, no such Option may be exercised, in whole or in
part, unless and until such listing, registration, qualification, consent,
approval, or action shall have been effected, obtained, or taken under
conditions acceptable to the Committee. Without limiting the generality of the
foregoing, each Optionee or his or her legal representative or beneficiary may
also be required to give satisfactory assurance that such person is an eligible
purchaser under applicable securities laws, and that the shares acquired upon
exercise of an Option are being acquired for investment and not with a view to
distribution; certificates representing such shares may be legended accordingly.
(m) Withholding and Use of Shares to Satisfy Tax Obligations. The obligation of
the Company to deliver shares of Common Stock upon the exercise of any Option
shall be subject to applicable federal, state, and local tax withholding
requirements.
If the exercise of any Option is subject to the withholding
requirements of applicable federal, state or local tax law, the Committee, in
its discretion, may permit or require the Optionee to satisfy the federal, state
and/or local withholding tax, in whole or in part, by electing to have the
Company withhold shares of Common Stock subject to the exercise (or by returning
previously acquired shares of Common Stock to the Company); provided, however,
that the Company may limit the number of shares withheld to satisfy the tax
withholding requirements to the extent necessary to avoid adverse accounting
consequences. Shares of Common Stock shall be valued, for purposes of this
subsection, at their Fair Market Value (determined as of the date the amount
attributable to the exercise of the Option is includible in income by the
Optionee under section 83 of the Code (the "Determination Date"), rather than
the date of grant). If shares of Common Stock acquired by the exercise of an ISO
are used to satisfy the withholding requirement described above, such shares of
Common Stock must have been held by the Optionee for a period of not less than
the holding period described in section 422(a)(1) of the Code as of the
Determination Date.
The Committee shall adopt such withholding rules as it deems
necessary to carry out the provisions of this subsection.
SECTION 8 - OPTION AGREEMENTS-- OTHER PROVISIONS
Options granted under the Plan shall be evidenced by Option
Agreements in such form as the Committee shall from time to time approve, and
containing such provisions not inconsistent with the provisions of the Plan
(and, for ISOs granted pursuant to the Plan, not inconsistent with section
422(b) of the Code), as the Committee shall deem advisable. The Option
Agreements shall specify whether the Option is an ISO or NQSO. Each Optionee
shall enter into, and be bound by, an Option Agreement as soon as practicable
after the grant of an Option.
SECTION 9 - ADJUSTMENT IN CASE OF CHANGES IN COMMON STOCK
The number of shares which may be issued under the Plan, and the
maximum number of shares with respect to which Options may be granted to any Key
Employee under the Plan, both as stated in Section 4 hereof, and the number of
shares issuable upon exercise of outstanding Options under the Plan (as well as
the option price per share under such outstanding Options) shall be adjusted, as
may be deemed appropriate by the Committee, to reflect any stock dividend, stock
split, spin-off, share combination, or similar change in the capitalization of
the Company; provided, however, that no such adjustment shall be made to an
outstanding ISO if such adjustment would constitute a modification under section
424(h) of the Code, unless the Optionee consents to such adjustment. In the
event any such change in capitalization cannot be reflected in a straight
mathematical adjustment of the number of shares issuable upon the exercise of
outstanding Options (and a straight mathematical adjustment of the exercise
price thereof), the Committee shall make such adjustments as are appropriate to
reflect most nearly such straight mathematical adjustment. Such adjustments
shall be made only as necessary to maintain the proportionate interest of
Optionees, and preserve, without exceeding, the value of Options.
SECTION 10 - CERTAIN CORPORATE TRANSACTIONS
In the event of a corporate transaction (such as, for example, a
merger, consolidation, acquisition of property or stock, separation,
reorganization, or liquidation) in which holders of shares are to receive cash,
securities or other property, the Committee may, in its unlimited discretion,
(a) terminate all outstanding Options if it determines that such termination is
in the best interests of the Company, upon not fewer than seven days' prior
notice to each Optionee and, if the Committee deems appropriate, to cause the
Company to pay to each Optionee an amount in cash with respect to each share to
which a terminated Option pertains equal to the difference between the Option
exercise price and the value, as determined by the Committee in its sole
discretion, of the consideration to be received by the holders of shares in
connection with such transaction, or (b) to provide for the exchange of Options
outstanding under the Plan for options to acquire securities or other property
to be delivered in connection with the transaction and in connection therewith
to make an equitable adjustment, as determined by the Committee in its sole
discretion, in the Option exercise price and number of shares or amount of
property subject to the Option and, if deemed appropriate, provide for a cash
payment to Optionees in partial consideration for such exchange.
Notwithstanding any other provision of the Plan, Options may be
granted hereunder in substitution for options held by officers and employees of
other corporations who have become officers or employees of the Company or a
subsidiary as a result of a merger, consolidation, share exchange, acquisition
of assets or similar transaction by the Company or a subsidiary. The terms,
including the option price, of the substitute Options so granted may vary from
the terms set forth in this Plan to such extent as the Committee may deem
appropriate to conform, in whole or in part, to the provisions of the options in
substitution for which they are granted.
SECTION 11 - AMENDMENT OF THE PLAN
(a) In General. The Board, pursuant to a written resolution, from time to time
may amend or suspend the Plan, and the Committee may amend any outstanding
Options in any respect whatsoever; except that the following amendments shall
require the approval of shareholders (given in the manner set forth in
subsection (b) below) --
(1) a material modification in the class of employees eligible to
participate in the Plan;
(2) except as permitted under Section 9 hereof, an increase in the maximum
number of shares of Common Stock with respect to which Options may be granted
under the Plan to any one employee or to all employees;
(3) an extension of the date, under Section 12 hereof, as of which no
Options shall be granted hereunder;
(4) a modification of the material terms of the "performance goal," within
the meaning of Treas. Reg.ss. 1.162-27(e)(4)(vi) or any successor thereto (to
the extent compliance with section 162(m) of the Code is desired); and
(5) any amendment for which shareholder approval is required under the rules of
the exchange or market on which the Common Stock is listed.
No such amendment or suspension shall alter or impair any outstanding Options or
cause the modification (within the meaning of section 424(h) of the Code) of an
ISO, without the consent of the Optionee affected thereby.
(b) Manner of Shareholder Approval. The approval of shareholders must comply
with all applicable provisions of the corporate charter and bylaws of the
Company, and applicable state law prescribing the method and degree of
shareholder approval required for the issuance of corporate stock or options. If
the applicable state law does not prescribe a method and degree of shareholder
approval in such case, the approval of shareholders must be effected by a
majority of the votes cast at a duly held shareholders' meeting at which a
quorum representing a majority of all outstanding voting stock is, either in
person or by proxy, present and voting on the Plan.
SECTION 12 - TERMINATION OF PLAN; CESSATION OF GRANTS
The Board, pursuant to written resolution, may terminate the Plan at
any time and for any reason. No Options shall be granted hereunder after
February 19, 2011, which date is within 10 years after the date the Plan was
adopted by the Board. Nothing contained in this Section, however, shall
terminate or affect the continued existence of rights created under Options
issued hereunder, and outstanding on the date the Plan is terminated, which by
their terms extend beyond such date.
SECTION 13 - SHAREHOLDER APPROVAL
This Plan shall become effective on February 20, 2001 (the date the
Plan was adopted by the Board); provided, however, that if the Plan is not
approved by the shareholders, in the manner described in Section 11(b) hereof,
within 12 months before or after the date the Plan was adopted by the Board, the
Plan and all Options granted hereunder shall be null and void and no additional
Options shall be granted hereunder.
SECTION 14 - MISCELLANEOUS
(a) Rights. Neither the adoption of the Plan nor any action of the Board or the
Committee shall be deemed to give any individual any right to be granted an
Option, or any other right hereunder, unless and until the Committee shall have
granted such individual an Option, and then his or her rights shall be only such
as are provided in the Option Agreement. Notwithstanding any provisions of the
Plan or the Option Agreement, the Company and any Related Corporation shall have
the right, in its discretion but subject to any employment contract entered into
with the Key Employee, to retire the Key Employee at any time pursuant to its
retirement rules or otherwise to terminate his or her employment at any time for
any reason whatsoever.
(b) Indemnification of Board and Committee. Without limiting any other rights of
indemnification which they may have from the Company and any Related
Corporation, the members of the Board and the members of the Committee shall be
indemnified by the Company against all costs and expenses reasonably incurred by
them in connection with any claim, action, suit, or proceeding to which they or
any of them may be a party by reason of any action taken or failure to act
under, or in connection with, the Plan, or any Option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit, or proceeding, except a
judgment based upon a finding of willful misconduct or recklessness on their
part. Upon the making or institution of any such claim, action, suit, or
proceeding, the Board or Committee member shall notify the Company in writing,
giving the Company an opportunity, at its own expense, to handle and defend the
same before such Board or Committee member undertakes to handle it on his or her
own behalf. The provisions of this Section shall not give members of the Board
or the Committee greater rights than they would have under the Company's by-laws
or Pennsylvania law.
(c) Application of Funds. Any cash received in payment for shares upon exercise
of an Option shall be added to the general funds of the Company. Any Common
Stock received in payment for shares upon exercise of an Option shall become
treasury stock.
(d) No Obligation to Exercise Option. The granting of an Option shall
impose no obligation upon an Optionee to exercise such Option.
(e) Governing Law. The Plan shall be governed by the applicable Code provisions
to the maximum extent possible. Otherwise, the laws of the Commonwealth of
Pennsylvania shall govern the operation of, and the rights of Optionees under,
the Plan, and Options granted thereunder.
54
Selas Corporation of America Exhibit 13
is a diversified firm with international operations and sales that engages in
the design, development, engineering and manufacturing of a range of products.
The Company, headquarted in Dresher,Pennsylvania with subsidiaries in Minnesota,
Ohio,California, England, France, Germany, Italy, Japan, Portugal and Singapore,
operates directly or through subsidiaries in three business segments.
Under the SelasTM name, the Heat Technology segment designs and manufactures
specialized industrial heat technology systems and equipment for steel, glass
and other manufacturers worldwide. The Companys Precision Miniature Medical
and Electronic Products segment designs and manufactures microminiature
components and molded plastic parts primarily for the hearing instrument
manufacturing industry and also for the electronics, telecommunications,
computer and medical equipment industries. The Companys Tire Holders, Lifts
and Related Products segment manufactures products, primarily based on cable
winch designs, for use as original equipment by the pick-up truck and minivan
segment of the automotive industry.
Financial Highlights
Years ended December 31 2000 1999
Net sales $116,287,000 $102,753,000
Operating income $ 5,554,000 $ 4,077,000
Net income $ 2,936,000 $ 1,729,000
Earnings per share:
Basic $.57 $.33
Diluted $.57 $.33
Working capital $ 15,687,000 $ 13,729,000
Total assets $ 96,331,000 $ 85,050,000
Total shareholders equity $ 44,434,000 $ 43,023,000
Market and Dividend Information
2000 1999
------------------ ------------------
Market Market
Price Range Price Range
------------------ ------------------
Quarter High Low High Low
First . . . . 6.750 4.875 8.375 4.875
Second . . . . 7.625 5.250 7.000 5.125
Third . . . . 7.500 4.625 7.000 4.500
Fourth . . . . 5.937 2.750 6.687 4.250
At February 7, 2001 the Company had 432 shareholders of record.
2000 1999 1998
Dividends per share:
First Quarter $.045 $.045 $.045
Second Quarter .045 .045 .045
Third Quarter .045 .045 .045
Fourth Quarter .045 .045 .045
The payment of any future dividends is subject to the discretion of the Board of
Directors and is dependent on a number of factors, including the Companys
capital requirements, financial condition, financial covenants and cash
availability.
Selas is an equal opportunity employer.
THE COMMON STOCK OF SELAS CORPORATION OF AMERICA IS LISTED ON THE AMERICAN
STOCK EXCHANGE UNDER THE SYMBOL SLS.
Selas Corporation of America
Five-Year Summary of Operations
(In thousands, except for share and per share data)
Years ended December 31 2000(a) 1999 1998(b)
Sales, net . . . . . . . . . $ 116,287 $ 102,753 $ 99,555
Cost of sales . . . . . . . 92,686 81,231 76,832
Selling, general and
administrative expenses . 18,047 17,445 17,864
Interest expense . . . . . . 1,149 1,063 1,139
Interest income . . . . . . (69) (78) (145)
Other (income) expense, net (289) 400 (85)
Income before income taxes . 4,763 2,692 3,950
Income taxes . . . . . . . . 1,827 963 340
Net income . . . . . . . . . $ 2,936 $ 1,729 $ 3,610
Earnings per share:
Basic . . . . . . . . . . . $.57 $.33 $.69
Diluted . . . . . . . . . . $.57 $.33 $.68
Comprehensive income . . . . $ 2,395 $ 1,059 $ 3,996
Weighted average number of
shares outstanding during
year
Basic . . . . . . . . . . . 5,121,513 5,196,072 5,233,016
Diluted . . . . . . . . . . 5,134,494 5,208,090 5,310,354
Years ended December 31 1997(c) 1996
Sales, net . . . . . . . . . $ 111,165 $ 103,426
Cost of sales . . . . . . . 87,704 80,870
Selling, general and
administrative expenses . . . 16,289 15,034
. .
Interest expense . . . . . . 1,040 1,212
Interest income . . . . . . (237) (298)
Other (income) expense, net 8 83
Income before income taxes . 6,361 6,525
Income taxes . . . . . . . . 1,974 2,395
Net income . . . . . . . . . $ 4,387 $ 4,130
Earnings per share:
Basic . . . . . . . . . . . $.84 $.80
Diluted . . . . . . . . . . $.82 $.78
Comprehensive income . . . . $ 3,520 $ 3,833
Weighted average number of
shares outstanding during
year
Basic . . . . . . . . . . . 5,213,124 5,190,075
Diluted . . . . . . . . . . 5,354,978 5,271,959
(a) On January 12, 2000, a subsidiary of the Company acquired the stock of Ermat
S.A., a Lyon, France based company.
On June 6, 2000, the Company acquired the remaining 50.1% interest of Nippon
Selas, a Tokyo, Japan based company.
(b) On February 28, 1998, a subsidiary of the Company acquired the stock of CFR.
On May 27, 1998, a subsidiary of the Company acquired the stock of IMB
Electronic Products, Inc.
On October 28, 1998, a subsidiary of the Company, RTI Technologies PTE LTD,
acquired certain assets and liabilities of Lectret.
(c) On February 21, 1997, a subsidiary of the Company acquired the assets of RTI
Electronics, Inc.
Other Financial Highlights
(In thousands, except for share and per share data)
Years ended December 31 2000(a) 1999 1998(b)
Working capital . . . . . . . $ 15,687 $ 13,729 $ 16,490
. . . . .
Total assets. . . . . . . . $ 96,331 $ 85,050 $ 87,623
. . . . . . .
Long-term debt . . . . . . . $ 3,212 $ 3,695 $ 6,266
. . . . .
Long-term benefit
obligations. . $ 4,059 $ 4,130 $ 4,096
Shareholders equity:
Capital stock and
additional paid-in
capital . . . . . . $ 17,647 $ 17,647 $ 17,556
Retained earnings . . . . . 28,607 26,593 25,798
. . . .
Accumulated other
comprehensive income
(loss) . . . . . . . (555) (14) 656
Treasury stock . . . . (1,265) (1,203) (382)
Total shareholders
equity $ 44,434 $ 43,023 $ 43,628
Depreciation and
amortization $ 3,984 $ 3,956 $ 3,809
Dividends per share . . $.18 $.18 $.18
Other Financial Highlights
(In thousands, except for share and per share data)
Years ended December 31 1997(c) 1996
Working capital . . . . . . . $ 18,642 $ 19,822
. . . . .
Total assets. . . . . . . . . $ 81,795 $ 91,162
. . . . . .
Long-term debt . . . . $ 7,015 $ 6,837
Long-term benefit obligations. $ 4,081 $ 4,310
.
Shareholders equity:
Capital stock and
additional paid-in
capital . . . . . . $ 17,382 $ 17,214
Retained earnings . . . . . 23,130 19,673
. . . .
Accumulated other
comprehensive income
(loss) . . . . . . 269 1,136
Treasury stock . . . . (382) (382)
Total shareholders
equity $ 40,399 $ 37,641
Depreciation and $ 3,469 $ 2,826
amortization
Dividends per share . . $.178 $.163
Management's Discussion and Analysis
of Financial Condition and Results of Operations
2000 Compared with 1999
Consolidated net sales increased 13.1% to $116.3 million in 2000 from $102.8
million in 1999. Net sales for the heat technology segment increased to $59.1
million in 2000 compared to $48.9 million in 1999. The increase in sales in
2000 is attributable to several large engineered contracts in backlog at the
beginning of the year, higher sales generated by CFR and sales from Ermat S.A.,
the French furnace manufacturer acquired in January, 2000. Sales and earnings of
large custom engineered contracts are recognized on the percentage of completion
method and generally require more than twelve months to complete. The Company
is not dependent on any one heat technology customer on an ongoing basis.
Backlog or the heat technology segment was $33.2 million as of December 31,2000
compared to $46.2 million as of December 31, 1999.
The Company's precision miniature medical and electronic products segment net
sales increased to $39.5 million in 2000 from $35.3 million in 1999. Revenue
increased compared to 1999 due to higher sales to the hearing health, medical
infusion and electronic products industries, reflecting the improved conditions
in those markets during the current year.
Net sales for the tire holders, lifts and related products segment decreased to
$17.7 million in 2000 compared to $18.5 million in 1999. The decrease in
revenue results from lower unit sales of tire lifts to the automotive industry
due to a downturn in that market toward the end of the year, which could affect
tire lift sales into 2001.
The Company's gross profit margin as a percentage of sales decreased to 20.2% in
2000 from 20.9% in 1999. Gross profit margins for the heat technology segment
decreased to 13.7% for 2000 compared to 14.3% for 1999. Heat technology gross
profit margins vary markedly from contract to contract, depending on customer
specifications and other conditions related to the contract. The gross profit
margins for 2000 were impacted by revenue recognized on several large engineered
contracts that had higher than expected costs, partially offset by higher sales
of spare and replacement parts, which generally have higher profit margins. Heat
technology reserves for guarantee obligations and estimated future costs of
services decreased to $1 million in 2000 from $1.5 million in 1999 due to the
expiration of the warranty period of several contracts during the year.
Guarantee obligations and estimated future service costs on these contracts
extend for up to one year from completion.
Gross profit margins for the precision miniature medical and electronic products
segment decreased to 29.3% in 2000 from 30.2% in 1999. The reduction in margins
in 2000 is partially attributable to the mix of product sales between the years
as precision miniature systems, medical infusion parts and electronic products
have varying profit margins. Partially offsetting the lower margins due to
product mix in 2000 were lower costs resulting from the consolidation of the
production facilities of RTI Electronics into one location, which was completed
in 1999.
Gross profit margins for the tire holders, lifts and related products segment
improved to 22.1% in 2000 from 20.9% in 1999. The improvement in 2000 is due to
efficiencies from higher production through most of the period partially offset
bythe decrease in sales over the last several months of the year.
Selling, general and administrative expenses increased 3.4% to $18 million in
2000 compared to $17.4 million in 1999. The increase results mainly from the
acquisition of Ermat S.A. in January, 2000.
Research and development costs decreased to $1.2 million in 2000 compared to
$1.3 million in 1999. Interest expense increased to $1.2 million in 2000
compared to $1.1 million in 1999 due to higher average borrowings of notes
payable, borrowings of long-term debt to finance the acquisition of a
subsidiary and higher interest rates partially offset by repayments of long-term
debt. Interest income decreased to $69,000 in 2000 compared to $78,000 in 1999,
due to lower average fundsavailable for investment in 2000.
Other (income) expense includes losses on foreign exchange of $56,000 and
$297,000 in 2000 and 1999, respectively.
The effective tax rate in 2000 and 1999 on income before income taxes was 38.4%
and 35.8%, respectively. See note 11 to the consolidated financial statements
regarding the reconciliation of the statutory income tax rate to the effective
tax rate.
Consolidated net income of $2.9 million in 2000 increased 70.5% from $1.7
million in 1999. The Company's heat technology segment had income of $.4
million compared to a loss of $.3 million in 1999 due to higher sales partially
offset by several contracts that had higher than expected costs. The precision
miniature medical and electronic products segment's income increased to
$1.8 million in 2000 compared to $1.3 million in 1999 as a result of higher
sales and lower costs due to the consolidation of RTI Electronics production
facilities. The Company's tireholders, lifts and related products segment
increased its net income to $1.4 million in 2000 compared to $1.3 million in
1999 despite lower sales because of increased efficiencies in its tire lift
production through most of the year. General corporate expenses, net of tax,
increased to $679,000 in 2000 from $613,000 in 1999.
In 1999, the Company was informed by an automotive customer that the Company
will not supply the tire lift for a 2001 model year vehicle. The Company will
continue to supply the tire lift for the current vehicle model on a declining
volume basis through 2002. The Company continues to pursue tire lift orders for
other vehicles with this customer as well as other customers during the year
2001. Liquidity and Capital Resources
Consolidated net working capital increased to $15.7 million at December 31, 2000
from $13.7 million at December 31, 1999. The increase is due primarily to the
net income for the year and borrowings to acquire a subsidiary company, offset
by purchases of property and equipment, paydown of long-term debt and payment of
dividends. The major changes in the components of working capital for 2000 were
an increase in cash and cash equivalents of $2.3 million, higher accounts
receivable of $9.4 million, higher inventories of $1 million, higher accounts
payable of $8.3 million and higher customer advance payments on contracts of
$2.6 million. The increase in cash and cash equivalents partly results from the
acquisitions of Ermat S.A. and the remaining interest in Nippon Selas. At the
time of the acquisitions,Ermat and Nippon Selas had combined cash and cash
equivalent balances of approximately $2.1 million, exceeding the purchase price
of nearly $1.8 million.The other changes in working capital relate to the
ongoing operations of the Company for the year.
The Company's long-term debt at December 31, 2000 was $3.2 million. The decrease
in long-term debt is due to repayments during the year partially offset by
borrowings to finance the acquisition of Ermat S.A. The slight increase in notes
payable results from additional borrowings during the year offset by almost the
same amount of repayments. Under the terms of Selas' credit facility, there are
covenants that may restrict the payment of future dividends. The credit facility
required the Company to maintain consolidated tangible capital funds of
approximately $26.6 million through December 31, 2000 consisting of shareholders
equity, plus subordinated debt, less intangible assets increased annually by 60%
of net income and 60% of the aggregate amount of contributions to capital. At
December 31, 2000, the Company exceeded the amount required to satisfy the
covenant in the credit facility by $2 million.
In July, 2000, the Company amended its domestic credit agreement with a
commercial bank to increase its revolving credit commitment to $6,000,000 with
interest payable at the London Interbank Offered Rate (LIBOR) plus 1.5%. The
agreement is subject to the same financial reporting requirements and
maintenance of certain financial ratios as the Company's other term loan
agreements with the commercial bank.
On January 19, 2001 the domestic revolving credit loan of $6,000,000 was amended
to provide for a new term loan facility in the amount of $2,000,000, a new
Singapore dollar denominated term loan facility in the amount of $979,200
(SD 1,700,000), and a revolving credit facility of $4,500,000. The borrowings
will bear interest at LIBOR plus 1.5% payable monthly. The borrowings from this
facility will be used for domestic working capital and acquisitions.
The Company's French subsidiary, Selas (SAS) has an interest rate swap agreement
for the purpose of managing interest rate expense. The total notional amount of
$1.2 million will decrease consistent with the terms of the related long-term
agreement. The swap agreement requires fixed interest payments based on an
effective rate of 8.55% for the remaining term through May, 2006. Additional
interest incurred during 2000 and 1999 in connection with the swap arrangement
amounted to $47,648 and $69,293, respectively.
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.
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 purchase price was
funded by additional bank borrowings and notes payable to previous
shareholders.The acquisition was accounted for as a purchase. In October, 1998,
the Company acquired a product manufacturing line from Lectret which was newly
formed as RTI Technologies PTE LTD.
A significant portion of the heat technology segment sales are denominated in
foreign currencies, primarily the French franc. Generally, the income statement
effect of changes in foreign currencies is partially or wholly offset by the
European subsidiaries' ability to make corresponding price changes in the local
currency. From time to time the impact of fluctuations in foreign currencies
may have a material effect on the financial results of the Company. See note 13
to the consolidated financial statements.
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 through 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.
On January 1, 1999 eleven of fifteen member countries of the European Union
established fixed conversion rates between their existing currencies ("legacy
currencies") and one common currency -- the Euro. The Euro trades on currency
exchanges and may be used in business transactions. The conversion to the Euro
will eliminate currency exchange risk between the member countries. Beginning in
January 2002, new Euro-denominated bills and coins will be issued, and legacy
currencies will be withdrawn from circulation. The Company has recognized this
situation and has developed a plan to address any issue being raised by the
currency conversion.Possible issues include, but are not limited to, the need to
adapt computer and financial systems to recognize Euro-denominated
transactions, as well as the impact of one common European currency on pricing.
The Company believes that all issues have been resolved during 2000.
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 during the last two years.
As of December 31,2000, the Company has repurchased a total of 152,190 shares of
its common stock at a cost of $883,141.
In June, 2000, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard (SFAS) No. 138, "Accounting for
Derivative Instruments and Certain Hedging Activities (an amendment of SFAS
Statement No. 133)." The Company will adopt SFAS Statement 138 in the first
quarter of 2001, as required. Management has evaluated the impact of Statement
138 and believes that it will not have a material impact on the results of
operations, financial position and liquidity of the Company.
1999 Compared with 1998
Consolidated net sales increased 3.2% to $102.8 million in 1999 from $99.5
million in 1998. Net sales from the heat technology segment increased to $48.9
million in 1999 compared to $46.4 million in 1998. The increase in sales in
1999 is attributable to several large engineered contracts completed during
the year and higher revenues generated by CFR, the French subsidiary acquired
in February, 1998, partially offset by decreased spare and replacement part
sales. Sales and earnings of large custom engineered contracts are recognized
on the percentage-of-completion method and generally require more than twelve
months to complete. The Company is not dependent on any one heat technology
customer on an ongoing basis. Backlog for the heat technology segment was
$46.2 million as of December 31, 1999 compared to $24.8 million as of
December 31, 1998.
The Company's precision miniature medical and electronic products segment net
sales decreased to $35.3 million in 1999 from $37 million in 1998. Sales
decreased compared to 1998 due to the unfavorable conditions in the hearing
health market, offset by increased revenue from RTI Technologies PTE LTD, the
Singapore company acquired in October, 1998. Sales of electronic products were
also lower in 1999 compared to 1998 due to increased price competition and the
Asian economic situation, slightly offset by sales related to IMB Electronic
Products, which was acquired in May, 1998 and merged with RTI Electronics as of
the beginning of 1999.
Net sales for the tire holders, lifts and related products segment increased to
$18.5 million in 1999 compared to $16.1 million in 1998.The increase in revenue
is due to higher unit sales of tire lifts to the automotive industry.
The Company's gross profit margin as a percentage of sales decreased to 20.9%in
1999 from 22.8% in 1998. Gross profit margins for the heat technology segment
decreased to 14.3% for 1999 compared to 18.7% in 1998. Heat technology gross
profit margins vary markedly from contract to contract, depending on customer
specifications and other conditions related to the contract. The gross profit
margins for 1999 were impacted by revenue recognized on several large
engineered contracts whose margins were not as profitable as contracts
completed in 1998 and by several other contracts that had higher than expected
costs. Also affecting the results were reduced sales of spare and replacement
parts, which generally have higher profit margins. Heat technology reserves
for guarantee obligations and estimated future costs of services decreased to
$1.5 million in 1999 from $2.3 million in 1998 due to the completion of the
warranty period of several contracts during the year. Guarantee obligations
and estimated future service costs on these contracts extend for up to one year
from completion.
Gross profit margins for the precision miniature medical and electronic
products segment increased slightly to 30.2% in 1999 from 29.3% in 1998. The
improvement in 1999 results partially from the implementation of cost reduction
programs within the segment offset by the decrease in sales in 1999. Also
impacting the margins in 1999 are costs relating to the combination of the RTI
Electronics and IMB Electronic Products operations into one facility and the
mix of sales between 1999 and 1998 as hearing health and electronic products
have varying profit margins.
Gross profit margins for the tire holders, lifts and related products segment
improved to 20.9% in 1999 from 19.8% in 1998. The improvement in 1999 is due to
efficiencies from higher production through the increased sale of tire lifts.
Selling, general and administrative expenses decreased 2.3% to $17.4 million in
1999 as compared to $17.9 million in expenses in 1998.The decrease results from
cost reductions in various areas of the Company's operations.
Research and development costs decreased to $1.3 million in 1999 compared
to $1.6 million in 1998. Interest expense, which amounted to $1.1 million in
both 1999 and 1998, was impacted in 1999 by higher average borrowings of notes
payable offset by increased repayments of long-term debt and slightly lower
average interest rates. Interest income decreased to $78,000 in 1999 compared
to $145,000 in 1998, due to lower average funds available for investment in
1999.
Other (income) expense includes losses on foreign exchange of $297,000 in 1999
and gains on foreign exchange of $176,000 in 1998.
The effective tax rate in 1999 and 1998 on income before income taxes was 35.8%
and 8.6%, respectively. The rate of tax in relation to pre-tax income in 1998
is low because the Company reduced the valuation allowance applied against
deferred tax benefits associated with domestic postretirement benefit
obligations by $724,512 and against certain domestic employee pension plan
obligations by $33,694. The Company had determined that it is more likely than
not that the $758,206 of deferred tax assets will be realized.
Consolidated net income of $1.7 million in 1999 decreased 52.1% from $3.6
million in 1998. The Company's heat technology segment had a loss of $.3
million in 1999 compared to earnings of $1.8 million in 1998 due to the lower
margins on several contracts completed in 1999 and some contracts with higher
than expected costs. The precision miniature medical and electronic products
segment's income decreased to $1.3 million in 1999 from $1.6 million in 1998 as
a result of the lower sales and the change in the product mix of those sales.
The Company's tire holders, lifts and related products segment increased its
net income in 1999 to $1.3 million compared to $.9 million in 1998 as a result
of its increased efficiency of tire lift production due to increased sales.
General corporate expenses, net of tax, decreased to $613,000 in 1999 from
$671,000 in 1998.
In 1999, the Company was informed by an automotive customer
that the Company will not supply the tire lift for the 2001 model year vehicle.
The Company will continue to supply the tire lift for the current vehicle model
on a declining volume basis through 2002. The Company continues to pursue tire
lift orders for other vehicles with this customer as well as other customers
during the year 2000.
Forward-Looking and Cautionary Statements
Certain statements herein that include forward looking terminology such as
may, will, should, expect, anticipate, estimate, plan or continue or the
negative thereof or other variations thereon are, or could be deemed to be,
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements are affected by known and
unknown risks, uncertainties and other factors that may cause the Companys
actual results, performance or achievements to differ materially from the
results, performance and achievements expressed or implied in the Companys
forward-looking statements. These risks, uncertainties and factors include
competition by competitors with more resources than the Company, foreign
currency risks arising from the Companys foreign operations, and the cyclical
nature of the market for large heat technology contracts. Reference is made to
the Companys 2000 Annual Report on Form 10-K regarding other important factors
that could cause the actual results, performance or achievement of the Company
to differ materially from those contained in or implied by any forward looking
statement made by or on behalf of the Company, including forward-looking
statements contained herein.
Selas Corporation of America
Consolidated Statements of Operations
Years ended December 31 2000 1999 1998
Sales, net . . . . . . . . . . . $116,287,345 $102,753,059 $ 99,554,554
Operating costs and expenses .
Costs of sales . . . . . . . 92,686,222 81,231,316 76,832,570
Selling, general and
administrative expenses 18,047,470 17,444,755 17,863,587
Operating income . . . . . . . . 5,553,653 4,076,988 4,858,397
Interest expense . . . . . . . . 1,149,061 1,062,821 1,139,274
Interest income . . . . . . . . (69,264) (77,899) (145,047)
Other (income) expense, net . . (289,308) 399,831 (85,677)
Income before income taxes . . . 4,763,164 2,692,235 3,949,847
Income taxes . . . . . . . . . . 1,827,378 963,075 340,325
Net income . . . . . . . . . . $ 2,935,786 $ 1,729,160 $ 3,609,522
Earnings per share
Basic . . . . . . . . . . . . $.57 $.33 $.69
Diluted . . . . . . . . . . . $.57 $.33 $.68
Comprehensive income . . . . . . $ 2,394,961 $ 1,058,889 $ 3,996,304
See accompanying notes to the consolidated financial statements.
Consolidated Balance Sheets
Assets
2000 1999
Current assets
Cash, including cash equivalents
of $428,000 in 2000 and
$151,000 in 1999
$ 4,055,224 $ 1,756,008
Accounts and notes receivable
(including unbilled receivables
of $13,491,000 in 2000 and $6,043,000
in 1999), less allowance for doubtful
accounts of $746,000 in 2000 and $978,000
in 1999 38,173,397 28,795,466
Inventories 13,808,636 12,769,618
Deferred income taxes 2,811,219 2,428,243
Other current assets 1,465,456 2,181,281
Total current assets 60,313,932 47,930,616
Investment in unconsolidated affiliate 588,965
Property, plant and equipment
Land 975,383 1,005,537
Buildings 11,171,239 11,435,428
Machinery and equipment 31,781,389 28,794,569
43,928,011 41,235,534
Less: Accumulated depreciation. 24,819,267 22,441,750
Net property, plant and equipment 19,108,744 18,793,784
Excess of cost over net assets of
acquired subsidiaries, less accumulated
amortization of $3,898,000 and $3,165,000 15,599,884 16,214,999
Deferred income taxes 451,861 562,243
Other assets, less amortization 856,719 959,093
$ 96,331,140 $ 85,049,700
See accompanying notes to the consolidated financial statements.
December 31, 2000 and 1999
Liabilities and Shareholders Equity 2000 1999
Current liabilities
Notes payable . . . . . . . . . . . . . . $ 9,153,626 $ 9,417,666
Current maturities of long-term debt . . . 1,755,495 1,958,951
Accounts payable . . . . . . . . . . . . 21,447,745 13,191,213
Federal, state and foreign income taxes . 1,201,720 679,997
Customers advance payments on contracts 3,783,421 1,221,946
Guarantee obligations and estimated
future costs of service . . . . . . . 957,740 1,483,624
Other accrued liabilities . . . . . . . . 6,327,403 6,247,938
.
Total current liabilities . . . . . . 44,627,150 34,201,335
Long-term debt . . . . . . . . . . . . . . . 3,211,706 3,695,181
Other postretirement benefit obligations . . 4,058,761 4,130,261
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 . . . . . . . . . . . 28,606,413 26,592,680
Accumulated other comprehensive loss . . (555,321) (14,496)
45,698,601 44,225,693
Less: 515,754 and 504,854 common
shares, respectively, held in
treasury, at cost . . . . . . . . (1,265,078) (1,202,770)
Total shareholders equity 44,433,523 43,022,923
$ 96,331,140 $ 85,049,700
See accompanying notes to the consolidated financial statements.
Consolidated Statements of Cash Flows
Years ended December 31 2000
Cash flows from operating activities:
Net income $ 2,935,786
Adjustments to reconcile net income to
net cash
provided by operating activities:
Depreciation and amortization 3,983,505
Equity in (income) loss of
unconsolidated affiliate 9,341
(Gains) losses on sale of property and
equipment (9,230)
Deferred taxes (327,733)
Changes in operating assets
and liabilities:
(Increase) decrease in accounts (9,796,036)
receivable
(Increase) in inventories (826,038)
(Increase) decrease in other assets 541,838
Increase in accounts payable 8,983,754
Increase (decrease) in accrued
expenses . . . . (227,165)
Increase (decrease) in customer
advances 2,600,355
Increase (decrease) in other
liabilities (512,764)
Net cash provided by
operating activities 7,355,613
Cash flows from investing activities:
Purchases of property, plant and equipment (3,686,546)
Proceeds from sales of property and
equipment . . 24,379
Dividend from unconsolidated affiliate .
Acquisition of subsidiary companies,
net of cash acquired . . . . . . . . 365,357
Net cash (used) by investing
activities (3,296,810)
Cash flows from financing activities:
Proceeds from short-term borrowings 3,587,419
Repayments of short-term borrowings (3,419,601)
Proceeds from borrowings used to acquire
subsidiaries 1,612,387
Proceeds from long-term debt
Repayments of long-term debt (2,095,235)
Proceeds from exercise of stock options
Purchase of treasury shares (62,308)
Payment of dividends (922,053)
Net cash provided (used) by
financing activities (1,299,391)
Effect of exchange rate changes on cash (460,196)
Increase (decrease) in cash and cash
equivalents 2,299,216
Cash and cash equivalents beginning of year 1,756,008
Cash and cash equivalents end of year $ 4,055,224
Consolidated Statements of Cash Flows
Years ended December 31 1999
Cash flows from operating activities:
Net income $ 1,729,160
Adjustments to reconcile net
income provided by operating
activities:
Depreciation and amortization 3,955,979
Equity in (income) loss of
unconsolidated affiliate . . . . . . 2,181
(Gains) losses on sale of property
and equipment 22,299
Deferred taxes 234,461
Changes in operating assets and
liabilities:
(Increase) decrease in accounts
receivable (2,254,436)
(Increase) in inventories (516,097)
(Increase) decrease in other assets (1,682,801)
Increase in accounts payable . . . 1,186,263
Increase (decrease) in accrued
expenses 130,183
Increase (decrease) in customer
advances 653,658
Increase (decrease) in other
liabilities (25,661)
Net cash provided by operating
activities 3,435,189
Cash flows from investing activities:
Purchases of property, plant and
equipment (3,894,165)
Proceeds from sales of property and
equipment 120,815
Dividend from unconsolidated affiliate 14,476
Acquisition of subsidiary companies,
net of cash acquired (37,895)
Net cash (used) by investing
activities (3,796,769)
Cash flows from financing activities:
Proceeds from short-term borrowings 4,645,727
Repayments of short-term borrowings. (1,132)
Proceeds from borrowings used to
acquire subsidiaries
Proceeds from long-term debt 1,014,186
Repayments of long-term debt (4,354,037)
Proceeds from exercise of stock options 83,540
Purchase of treasury shares (820,833)
Payment of dividends (934,303)
Net cash provided (used) by
financing activities (366,852)
Effect of exchange rate changes on cash (299,844)
Increase (decrease) in cash and cash
equivalents (1,028,276)
Cash and cash equivalents beginning of year 2,784,284
Cash and cash equivalents end of year. . . $ 1,756,008
Consolidated Statements of Cash Flows
Years ended December 31 1998
Cash flows from operating activities:
Net income $ 3,609,522
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and amortization 3,809,245
Equity in (income) loss of
unconsolidated affiliate (2,924)
(Gains) losses on sale of
property and equipment 999
Deferred taxes (2,013,714)
Changes in operating assets
and liabilities:
(Increase) decrease in accounts 2,036,197
receivable
(Increase) in inventories (609,863)
(Increase) decrease in other
assets 47,134
Increase in accounts payable 280,579
Increase (decrease) in accrued (2,513,121)
expenses
Increase (decrease) in customer
advances (1,108,010)
Increase (decrease) in other
liabilities 115,049
Net cash provided by
operating activities 3,651,093
Cash flows from investing activities:
Purchases of property, plant and
equipment (3,554,540)
Proceeds from sales of property and
equipment 18,837
Dividend from unconsolidated
affiliate
Acquisition of subsidiary companies,
net of cash acquired (2,776,230)
Net cash (used) by investing
activities (6,311,933)
Cash flows from financing activities:
Proceeds from short-term borrowings 4,095,199
Repayments of short-term borrowings
Proceeds from borrowings used to
acquire subsidiaries 2,542,373
Proceeds from long-term debt
Repayments of long-term debt (3,483,296)
Proceeds from exercise of stock
options 10,196
Purchase of treasury shares
Payment of dividends (941,954)
Net cash provided (used) by
financing activities 2,222,518
Effect of exchange rate changes on cash 187,703
Increase (decrease) in cash and cash
equivalents (250,619)
Cash and cash equivalents beginning of 3,034,903
year
Cash and cash equivalents end of year. $ 2,784,284
See accompanying notes to the consolidated financial statements.
Consolidated Statements of Shareholders Equity
Years ended December 31, 2000, 1999 and 1999
Common Stock Additional
Number of Paid-in
Shares Amount Capital
Balance January 1, 5,589,324 $5,589,324 $11,792,878
1998
Net income
Translation gain
Exercise of 2,200
stock options 2,200 2,200 8,505
Issuance of 23,557
shares for
acquisition 23,557 23,557 140,115
Cash dividends paid
($.18 per share)
Comprehensive income
Balance December 31,
1998 5,615,081 5,615,081 11,941,498
Net income
Translation (loss)
Exercise of 19,887
stock options 19,887 19,887 71,043
Purchase of 141,290
treasury shares
Cash dividends paid
($.18 per share)
Comprehensive income
Balance December 31,
1999 5,634,968 5,634,968 12,012,541
Net income
Translation (loss)
Purchase of 10,900
treasury shares
Cash dividends paid
($.18 per share)
Comprehensive income
Balance December 31,
2000 5,634,968 $5,634,968 $12,012,541
See accompanying notes to the consolidated financial statements.
Consolidated Statements of Shareholders Equity
Years ended December 31, 2000, 1999 and 1999
Accumulated
Other
Comprehensive
Retained Income Comprehensive
Earnings (Loss) Income
Balance January 1, 1998 $23,130,255 $268,993
Net income 3,609,522 $3,609,522
Translation gain 386,782 386,782
Exercise of 2,200 stock
options
Issuance of 23,557 shares
for acquisition
Cash dividends paid
($.18 per share) (941,954)
Comprehensive income $3,996,304
Balance December 31,
1998 25,797,823 655,775
Net income 1,729,160 $1,729,160
Translation (loss) (670,271) (670,271)
Exercise of 19,887 stock
options
Purchase of 141,290
treasury shares
Cash dividends paid
($.18 per share) (934,303)
Comprehensive income $ 1,058,889
Balance December 31,
1999 26,592,680 (14,496)
Net income 2,935,786 $ 2,935,786
Translation (loss) (540,825) (540,825)
Purchase of 10,900
treasury shares
Cash dividends paid
($.18 per share) (922,053)
Comprehensive income $ 2,394,961
Balance December 31, 2000 $28,606,413 $ (555,321)
See accompanying notes to the consolidated financial statements.
Consolidated Statements of Shareholders Equity
Years ended December 31, 2000, 1999 and 1999
Total
Treasury Shareholders
Stock Equity
Balance January 1, 1998 $(381,937) $40,399,513
Net income 3,609,522
Translation gain 386,782
Exercise of 2,200 stock
options 10,705
Issuance of 23,557 shares
for acquisition 163,672
Cash dividends paid
($.18 per share) (941,954)
Comprehensive income
Balance December 31,
1998 (381,937) 43,628,240
Net income 1,729,160
Translation (loss) (670,271)
Exercise of 19,887 stock
options 90,930
Purchase of 141,290
treasury shares (820,833) (820,833)
Cash dividends paid
($.18 per share) (934,303)
Comprehensive income
Balance December 31,
1999 (1,202,770) 43,022,923
Net income 2,935,786
Translation (loss) (540,825)
Purchase of 10,900
treasury shares (62,308) (62,308)
Cash dividends paid
($.18 per share) (922,053)
Comprehensive income
Balance December 31, 2000 $(1,265,078) $44,433,523
See accompanying notes to the consolidated financial statements.
Notes to Consolidated Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Selas Corporation of America is a diversified firm with international operations
and sales that engages in the design, development, engineering and manufacturing
of a range of products. The Company, headquartered in Dresher, Pennsylvania
with subsidiaries in Minnesota, Ohio, California, England, France, Germany,
Italy, Japan, Portugal and Singapore, operates directly or through subsidiaries
in three business segments.
Under the SelasTM name, the Heat Technology segment designs and manufactures
specialized industrial heat technology systems and equipment for steel, glass
and other manufacturers worldwide. The Companys Precision Miniature Medical
and Electronic Products segment designs and manufactures microminiature
components and molded plastic parts primarily for the hearing instrument
manufacturing industry and also for the electronics, telecommunications,
computer and medical equipment industries. The Companys Tire Holders, Lifts
and Related Products segment manufactures products, primarily based on cable
winch designs, for use as original equipment by the pick-up truck and minivan
segment of the automotive industry.
Consolidation: The consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All material intercompany
transactions have been eliminated in consolidation.
Cash equivalents: The Company considers all highly liquid debt instruments
purchased with an original maturity of three months or less to be cash
equivalents.
Inventories: Inventories, other than inventoried costs relating to long-term
contracts, are stated at the lower of cost or market. The cost of the
inventories was determined by the average cost and first in, first out method.
Inventoried costs relating to long-term contracts are stated at the production
and engineering cost, including overhead as well as actual costs incurred from
sub-contractors, which are not in excess of estimated realizable value.
Revenue Recognition: As long-term contracts progress, the Company records sales
and cost of sales based on the percentage-of-completion method, whereby the
sales value is determined by multiplying the total contract amount by the
percent of costs incurred to estimated total costs. Such contract costs and
expenses incurred on a progress basis at the time the sales value is recorded
are charged to cost of sales. General and administrative costs are expensed as
incurred. The Company provides currently for anticipated and known contract
losses. Guarantee obligations and estimated future contract costs of services
on large custom-engineered contracts are based on past experience of similar
projects. Due to the nature of large custom-engineered contracts, the guarantee
obligations and estimated future costs will vary significantly from contract to
contract. Revisions in cost estimates during the progress of the work under the
contracts have the effect of including in the current accounting period
adjustments necessary to reflect the results indicated by the revised estimates
of final cost. Sales of manufactured products not sold under long-term
contracts are recorded upon shipment to the customer. License fees under
agreements not requiring substantial services are recognized at time of
effectiveness of the license agreement.
Property, Plant and Equipment: Property, plant and equipment are carried at
cost.Depreciation is computed by straight-line and accelerated methods using
estimated useful lives of 5 to 50 years for buildings and improvements, and 3 to
12 years for machinery and equipment. Improvements are capitalized and
expenditures for maintenance, repairs and minor renewals are charged to expense
when incurred. At the time assets are retired or sold, the costs and
accumulated depreciation are eliminated and the resulting gain or loss, if any,
is reflected in the consolidated statement of operations.
Excess of Cost Over Net Assets of Acquired Subsidiaries: Goodwill represents
the excess of purchase price over fair value of net assets acquired and is
amortized on a straight-line basis over the expected periods to be benefited,
which currently is between fifteen and forty years.
Patents and other intangible assets are valued at the lower of amortized cost or
fair market value and are amortized on a straight-line basis over the expected
periods to be benefited, which currently is 5 to 20 years. Costs related to
start-up activities and organization costs are expensed as incurred.
The Company assesses the recoverability of intangible assets by determining
whether the amortization of the balance over its remaining life can be recovered
through projected undiscounted future cash flows of the business for which the
intangible assets arose. The amount of the impairment, if any, is measured
based on projected discounted future operating cash flows using a discount rate
reflecting the Companys average cost of funds or fair value of the asset, where
appropriate. The assessment of the recoverability of intangible assets will be
impacted if estimated future operating cash flows are not achieved.
Income Taxes: Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
Derivative Financial Instruments: 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.
The differential to be paid or received on interest rate swap agreements is
accrued as interest rates change and recognized as an adjustment to interest
expense. The gains and losses on foreign currency exchange contracts are
deferred and recognized when the offsetting gains and losses are recognized on
the related hedged items.
Employee Benefit Obligations: The Company provides health care insurance for
certain domestic retirees and employees. The Company also provides retirement
related benefits for certain foreign employees. The Company measures the costs
of its obligation based on its best estimate. The net periodic costs are
recognized as employees render the services necessary to earn the postretirement
benefit.
Deferred pension costs are actuarially determined and are amortized on a
straight-line basis over the expected periods to be benefited, which currently
is 15 years.
Research and Development Costs: Research and development costs, including
supporting services, amounted to $1,182,000 in 2000, $1,260,000 in 1999 and
$1,606,000 in 1998. Such costs are charged to expense when incurred.
Earnings Per Share: Basic earnings per share are computed by dividing net
income by the weighted average number of shares of common stock outstanding
during the year. Diluted earnings per common share reflects the potential
dilution of securities that could share in the earnings.
Reclassifications: Certain prior year balances have been reclassified to be
consistent with the current year presentation.
Use of Estimates: Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities, the recording
of reported amounts of revenues and expenses and the disclosure of contingent
assets and liabilities to prepare these financial statements in conformity with
accounting principles generally accepted in the United States of America.
Actual results could differ from those estimates.
Comprehensive Income: Comprehensive income consists of net income and foreign
currency translation adjustments and is presented in the Consolidated Statements
of Shareholders Equity.
Segment Disclosures: The Companys reporting segments reflect separately
managed, strategic business units that provide different products and services,
and for which financial information is separately prepared and monitored. The
segment disclosure is consistent with the management decision making process
that determines the allocation of resources to a segment and the measuring of
their performance.
2. ACQUISITIONS
On January 12, 2000, the Company acquired the stock of Ermat S.A., a French
furnace manufacturer. Ermat produces furnaces for heat treating both ferrous
and non-ferrous metals. The purchase price was 11.5 million French francs (FF)
or approximately $1.8 million. The total purchase price was funded by additional
bank borrowings. This borrowing carries interest at a variable rate which is
5.54% at December 31, 2000. The acquisition was accounted for as a purchase and
the excess of the fair value of the assets (goodwill) will be amortized on a
straight-line basis over 20 years. The pro forma results of operations as if
the acquisition of Ermat S.A. had occurred in the beginning of 2000 have not
been presented as the impact is not material.
On June 6, 2000, the Company acquired the remaining 50% equity interest in
Nippon Selas, a Japanese sales and engineering firm previously accounted for on
the equity method. The purchase price was $50,000 and the acquisition was
accounted for as a purchase.
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 purchase price was
funded by additional bank borrowings and notes payable to previous shareholders.
The acquisition was accounted for as a purchase. In October, 1998, the Company
acquired a product manufacturing line from Lectret which was newly formed as RTI
Technologies PTE LTD.
3. STATEMENTS OF CASH FLOWS
Supplemental disclosures of cash flow information:
Years ended December 31
2000 1999 1998
Interest received $ 81,298 $ 77,732 $ 156,968
Interest paid $1,026,710 $ 975,572 $1,078,324
Income taxes paid $1,488,805 $1,235,279 $2,011,520
During 1998, the Company issued 23,557 shares of the Company's stock with a
value of $163,672 as additional consideration related to the 1997 acquisition of
the Rodan Division of Ketema, Inc. The number of shares was tied to the
operations earnings for the twelve months ended February 28, 1998.
4. 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 spare tire holders and lifts for manufacturers of
original equipment for light trucks and vans. The results of operations and
assets of these segments for the years ended December 31, 2000, 1999 and 1998
are prepared on the same basis as the consolidated financial statements. The
accounting policies for each segment are described in the Companys summary of
significant accounting policies. See note 1 for further information. Interest
expense has been allocated to the segments based on the specific loan balance
outstanding during the year. The corporate component of operating income
represents corporate, general and administrative expenses.
For the year ended
December 31, 2000 Segments
Tire Holders,
Lifts and
Heat Related
Technology Products
Sales, net $59,091,593 $17,746,068
Operating costs and expenses 58,071,852 15,585,833
General corporate expenses, net
Operating income 1,019,741 2,160,235
Interest expense 690,560
Interest expense corporate
Interest income (44,701)
Losses of affiliate 9,341
Other (income) expense, net (295,681) (9,611)
Income before income taxes 660,222 2,169,846
(benefits)
Income taxes 262,571 801,342
Income taxes (benefits) general
corporate expenses, net
Net income $ 397,651 $ 1,368,504
Depreciation and amortization. . $ 759,216 $ 210,548
Property, plant and equipment
additions $ 349,698 $ 244,486
Total assets . . . . . . . . . . . $50,043,698 $ 6,160,277
For the year ended
December 31, 2000 Segments
Precision
Miniature
Medical and
Electronic
Products Total
Sales, net $39,449,684 $116,287,345
Operating costs and expenses 36,095,427 109,753,112
General corporate expenses, net 980,580
Operating income 3,354,257 5,553,653
Interest expense 307,080 97,640
Interest expense corporate 151,421
Interest income (24,563) (69,264)
Losses of affiliate 9,341
Other (income) expense, net 6,643 (298,649)
Income before income taxes
(benefits) 3,065,097 4,763,164
Income taxes 1,216,265 2,280,178
Income taxes (benefits) general
corporate expenses, net (452,800)
Net income $ 1,848,832 $ 2,935,786
Depreciation and amortization $ 3,013,741 $ 3,983,505
Property, plant and equipment
additions $ 3,092,362 $ 3,686,546
Total assets $40,127,165 $ 96,331,140
For the year ended
December 31, 1999 Segments
Tire Holders
Lifts and
Heat Related
Technology Products
Sales, net $48,933,698 $18,527,089
Operating costs and expenses 48,413,387 16,405,974
General corporate expenses, net
Operating income 520,311 2,121,115
Interest expense 577,172
Interest expense corporate
Interest income (44,336)
Losses of affiliate 2,181
Other (income) expense, net 296,340 (1,575)
Income (loss) before income taxes
(benefits) (311,046) 2,122,690
Income taxes (benefits) (15,174) 774,212
Income taxes (benefits) general
corporate expenses, net
Net income (loss) $ (295,872) $ 1,348,478
Depreciation and amortization $ 708,731 $ 210,848
Property, plant and equipment $ 820,601 $ 147,614
additions
Total assets $41,684,756 $ 6,291,998
For the year ended
December 31, 1999 Segments
Precision
Miniature
Medical and
Electronic
Products Total
Sales, net $35,292,272 $102,753,059
Operating costs and expenses 32,900,251 97,719,612
General corporate expenses, net 956,459
Operating income 2,392,021 4,076,988
Interest expense 419,813 996,985
Interest expense corporate 65,836
Interest income (33,563) (77,899)
Losses of affiliate 2,181
Other (income) expense, net 102,885 397,650
Income (loss) before income
taxes (benefits) 1,902,886 2,692,235
Income taxes (benefits) 612,955 1,371,993
Income taxes (benefits) general
corporate expenses, net (408,918)
Net income $ 1,289,931 $ 1,729,160
Deprecation and amortization $ 3,036,400 $ 3,955,979
Property, plant and equipment $ 2,925,950 $ 3,894,165
additions
Total assets $37,072,946 $ 85,049,700
For the year ended
December 31, 1998 Segments
Tire Holders,
Lifts and
Heat Related
Technology Products
Sales, net $46,404,713 $16,155,730
Operating costs and expenses 45,001,082 14,782,644
General corporate expenses, net
Operating income 1,403,631 1,373,086
Interest expense 563,936 313
Interest expense corporate
Interest income (122,948)
(Earnings) of affiliate (2,924)
Other (income) expense, net (69,325) (27,409)
Income before income taxes (benefits) 1,034,892 1,400,182
Income taxes (benefits) (790,629) 523,799
Income taxes (benefits) general
corporate expenses, net
Net income $ 1,825,521 $ 876,383
Depreciation and amortization $ 636,323 $ 221,320
Property, plant and equipment $ 298,274 $ 157,928
additions
Total assets $43,949,158 $ 6,481,758
For the year ended
December 31, 1998 Segments
Precision
Miniature
Medical and
Electronic
Products Total
Sales, net . . . . . . . . . . . . $36,994,111 $99,554,554
Operating costs and expenses . . . 33,858,895 93,642,621
General corporate expenses, net . 1,053,536
Operating income . . . . . . . . . 3,135,216 4,858,397
Interest expense . . . . . . . . 510,599 1,074,848
Interest expense corporate . . . 64,426
Interest income . . . . . . . . . (22,099) (145,047)
(Earnings) of affiliate . . . . . (2,924)
Other (income) expense, net . . . 13,981 (82,753)
Income before income taxes (benefits) 2,632,735 3,949,847
Income taxes (benefits) . . . . . 1,054,340 787,510
Income taxes (benefits) general
corporate expenses, net . . . . (447,185)
Net income . . . . . . . . . . . $ 1,578,395 $ 3,609,522
Depreciation and amortization . . $ 2,951,602 $ 3,809,245
Property, plant and equipment
additions $ 3,098,338 $ 3,554,540
Total assets . . . . . . . . . . . $37,192,072 $87,622,988
The geographical distribution of identifiable assets and net sales to
geographical areas for the years ended December 31, 2000, 1999 and 1998
are set forth below:
Identifiable Assets
2000 1999 1998
United States . . . . . . . $ 59,822,183 $ 54,083,677 $ 58,806,813
France . . . . . . . . . . 36,576,620 30,588,181 31,066,873
Other . . . . . . . . . . . 6,868,277 5,880,803 2,815,754
Eliminations . . . . . . . (6,935,940) (5,502,961) (5,066,452)
Consolidated . . . . . . . $ 96,331,140 $ 85,049,700 $ 87,622,988
Net Sales to Geographical
Areas
United States . . . . . . $ 55,145,248 $ 47,338,457 $ 46,037,182
Italy . . . . . . . . . . . 11,062,316 3,577,381 1,249,900
France . . . . . . . . . . 9,780,746 9,830,126 9,911,425
Germany . . . . . . . . . . 13,731,264 14,787,167 8,660,921
All other countries . . . . 26,567,771 27,219,928 33,695,126
Consolidated . . . . . . . $116,287,345 $102,753,059 $ 99,554,554
Due to the nature of the Companys heat technology products, one contract may
account for a large percentage of sales in a particular period; however,
the Company is not dependent on any one heat technology customer on an ongoing
basis.
Geographic net sales are allocated based on the location of the customer. All
other countries include net sales primarily to the United Kingdom, Holland and
South America.
Consolidated net sales in 2000 do not result from sales to any one individual
customer in excess of 10% of total sales. Approximately $25,930,000 of
consolidated net sales were attributable to customers in the steel industry.
Consolidated net sales in 1999 include approximately $11,211,000 or 10.9% from a
contract with one customer executed by the Companys heat technology group.
Approximately $22,412,000 of consolidated net sales were attributable to
customers in the steel industry.
Consolidated net sales in 1998 do not result from sales to any one individual
customer in excess of 10% of total sales. Consolidated net sales in 1998
include approximately $21,176,000 attributable to customers in the steel
industry.
5. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the carrying amounts and estimated fair values of
the Companys financial instruments at December 31, 2000 and 1999. The fair
value of a financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties.
2000
Carrying Fair
Amount Value
Financial assets
Cash, including cash
equivalents. . . . . $ 4,055,224 $ 4,055,224
Accounts and notes
receivables. . . . . 38,173,397 38,173,397
Financial liabilities
Notes payable . . . . . . . 9,153,626 9,153,626
Trade accounts payables . . 21,447,745 21,447,745
Customers advance payments
on contracts 3,783,421 3,783,421
Other accrued liabilities . 6,327,403 6,327,403
Long-term debt . . . . . . 3,211,706 3,139,761
1999
Carrying Fair
Amount Value
Financial assets
Cash, including cash
equivalents. . . . . $ 1,756,008 $ 1,756,008
Accounts and notes 28,795,466 28,795,466
receivables. . . . .
Financial liabilities
Notes payable . . . . . . . . 9,417,666 9,417,666
Trade accounts payables . . . 13,191,213 13,191,213
Customers advance payments
on contracts . . . . . . . . 1,221,946 1,221,946
Other accrued liabilities . . 6,247,938 6,247,938
Long-term debt . . . . . . . . 5,654,132 5,612,851
The carrying amounts shown in the table are included in the statement of
financial position under the indicated captions.
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:
Cash, including cash equivalents, short-term accounts and notes receivables,
other current assets, notes payable to banks, trade accounts payables, and other
accrued expenses: The carrying amounts approximate fair value because of the
short maturity of those instruments.
Long-term debt: The fair value of the Companys long-term debt is estimated by
discounting the future cash flows of each instrument at rates currently offered
to the Company for similar debt instruments of comparable maturities by the
Companys bankers.
See note 9 regarding the fair value of derivative financial instruments.
The estimated fair value of financial instruments has been determined based on
available market information and appropriate valuation methodologies. However,
considerable judgment is necessarily required in interpreting market data to
develop the estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that the Company might
realize in a current market exchange. The use of different market assumptions
and/or estimation methodologies may have a material effect on the estimated fair
value.
6. INVENTORIES
Inventories consist of the following:
Finished
Raw Work-in products and
December 31 materials process components Total
2000
Domestic . . . $3,282,829 $2,461,074 $4,444,169 $10,188,072
Foreign . . 455,365 2,753,464 411,735 3,620,564
Total . $3,738,194 $5,214,538 $4,855,904 $13,808,636
1999
Domestic . . . $2,516,829 $2,501,805 $3,904,974 $ 8,923,608
Foreign . . 341,367 3,018,902 485,741 3,846,010
Total . $2,858,196 $5,520,707 $4,390,715 $12,769,618
7. LONG-TERM CONTRACTS AND RECEIVABLES
Accounts and notes receivable at December 31, 2000 and 1999 include the
following elements from long-term contracts:
2000 1999
Amounts billed $ 5,436,438 $ 5,093,792
Retainage, due upon completion 375,881 788,155
Unbilled receivables 10,453,691 6,043,273
Total $16,266,010 $11,925,220
The balances billed but not paid by customers, pursuant to retainage provisions
included in long-term contracts, will be due upon completion of the contracts
and acceptance by the customer. The retainage balances at December 31, 2000 are
anticipated to be collected in 2001.
The unbilled receivables are comprised principally of amounts of revenue
recognized on contracts (on the percentage-of-completion method) for which
billings had not been presented to the customers because the amounts were not
billable under the contract terms at the balance sheet date. In accordance with
the contract terms the unbilled receivables at December 31, 2000 will be billed
in 2001.
Inventories include $94,850 relating to long-term sales contracts at December
31, 2000. No costs relating to long-term contracts were included in inventory
at December 31, 1999.
At December 31, 2000 and 1999, the Company had $1,457,509 and $1,947,307,
respectively, of trade accounts receivable due from major U.S. automotive
manufacturers. At December 31, 2000 and 1999, the Company had $5,315,136 and
$3,577,992, respectively, of trade accounts receivable due from hearing aid
manufacturers. The Company also had $14,419,742 and $9,006,413 at December 31,
2000 and 1999, respectively, in currently billed and unbilled receivables from
long-term contracts for customers in the steel industry in North America and
Europe.
8. NOTES PAYABLE AND LONG-TERM DEBT
Notes Payable
Notes payable at December 31, 2000 and 1999 are summarized below:
2000 1999
Notes payable:
Short term borrowings, European $ 3,771,626 $ 5,424,666
banks
Short-term borrowings, domestic
banks . . . . . . . . . . 5,382,000 3,993,000
Total notes payable . . . . . . . $ 9,153,626 $ 9,417,666
Consolidated European subsidiaries have working capital credit arrangements with
European banks aggregating $23,243,000. Of this amount, $6,427,000 may be used
to borrow funds for working capital or guarantee customer advance payments on
contracts. The remaining $16,816,000 may be used only for guaranteeing customer
advance payments, of which $13,390,000 was utilized at December 31, 2000 at
interest rates ranging from .6% to .75%. At December 31, 2000 the Companys
European subsidiaries had borrowings of $3,772,000, which bear interest at
annual rates ranging from 5.5% to 9.5%. These credit arrangements have no
expiration dates and are guaranteed by the Company.
The maximum amounts of short-term borrowings and bank guarantees at any month
end were $20,503,000 in 2000, $12,141,000 in 1999, and $7,447,000 in 1998. The
average short-term borrowings and bank guarantees outstanding during 2000, 1999
and 1998 amounted to $16,060,452, $7,281,000 and $4,865,000, respectively. The
average short-term interest rates in 2000, 1999 and 1998 for outstanding
borrowings were 7%, 5.5% and 6%, respectively.
The Company and its domestic subsidiaries, entered into revolving credit loan
facilities under which borrowings or letters of credit aggregating $6,000,000
could be outstanding at any one time. Borrowings of $5,382,000 as of December
31, 2000 under the facility bear interest at a rate of 1.5% above LIBOR (8.0613%
at December 31, 2000) and a commitment fee of .1875% per annum is payable on the
unborrowed portion of the line. The credit facility expires in January, 2001.
On January 19, 2001, the domestic revolving credit loan of $6,000,000 was
amended to provide for a new term loan facility in the amount of $2,000,000, a
new Singapore dollar denominated term loan in the amount of $979,200
(SD1,700,000) and a revolving credit facility of $4,500,000. The borrowings
will bear interest at LIBOR plus 1.5% payable monthly. The borrowings from this
facility will be used for domestic working capital and acquisitions.
The maximum amounts of short-term borrowings at any month end 2000 were
$5,382,000. The average short-term borrowings outstanding during 2000 were
$4,562,000. The average short-term interest rate in 2000 was 7.7%.
Long-Term Debt
Long-term debt at December 31, 2000 and 1999 is summarized below:
2000 1999
Long-term debt:
Term loans, domestic banks . . . . $ 816,667 $ 1,943,600
Term loans, European banks. . . . 3,366,743 2,817,114
Mortgage notes . . . . . . . . . . 772,500 862,500
Other borrowings . . . . . . . . . 11,291 30,918
4,967,201 5,654,132
Less: current maturities . . . . . . 1,755,495 1,958,951
$ 3,211,706 $ 3,695,181
The terms of the domestic loan agreement require monthly principal payments of
approximately $58,000 through February, 2002. Additional payments of principal
are required depending upon the annual earnings of the Companys domestic
operations and as a result of this requirement, the Company will have an
additional principal payment of approximately $433,000 in 2001. At December 31,
2000, the borrowings under the credit agreement bore interest, payable monthly,
at an interest rate of 1.5% above LIBOR (8.0613% at December 31, 2000).
The credit agreement is subject to a prepayment penalty of 3%, to the extent the
loan is paid off with additional borrowings.
The domestic loan and the revolving credit loan facilities are secured by the
Companys domestic assets, and the Companys domestic subsidiaries stock. The
agreements contain restrictive covenants regarding the payment of cash
dividends, maintenance of working capital, net worth, and shareholders equity,
along with the maintenance of certain financial ratios. The Company and its
domestic subsidiaries are required to maintain consolidated tangible capital
funds of approximately $26.6 million through December 31, 2000 consisting of
shareholders' equity, plus subordinated debt, less intangible assets increased
annually by 60% of net income and 60% of the aggregate amount of contributions
to capital. At December 31, 2000, the Company exceeded the amount required to
satisfy the covenant in the credit facility by $2 million.
The Companys French subsidiary, Selas S.A., financed its premises outside of
Paris with bank borrowings maturing August 31, 2006 with required quarterly
installments of principal of $43,101 (FF 300,000). The loan carries interest
payable quarterly at the Euro Interbank Offered Rate (EURIBOR) plus .7% (5.449%
at December 31, 2000). The loan balances as of December 31, 2000 and 1999 were
$948,221 (FF 6,600,000) and $1,200,998 (FF 7,800,000), respectively. This loan
can be prepaid, subject to a premium of 3% of the amount prepaid. The debt is
secured by the land and building of Selas S.A.
The mortgage notes are payable monthly at $7,500 per month and carries a
variable interest rate of LIBOR plus 1.25%. At December 31, 2000 the principal
balance was $772,500 and the interest rate was 7.8113%. The aggregate maturities
of long-term debt for the five years ending December 31, 2005 and thereafter are
as follows:
Years ending December 31 Aggregate Maturity
2001 . . . . . . . . . . . $ 1,755,495
2002 . . . . . . . . . . . 1,146,655
2003 . . . . . . . . . . 707,235
2004 . . . . . . . . . . 1,010,883
2005 . . . . . . . . . 258,664
2006 and thereafter . . 88,269
$ 4,967,201
9. DERIVATIVE FINANCIAL INSTRUMENTS
Interest rate swap agreements are used to reduce the potential impact of
increasesin interest rates on floating rate long-term debt. At December 31,
2000, the Company's French subsidiary was a party to one interest rate swap
agreement. The interest rate swap agreement is with major European financial
institutions and has a total notional amount of $1.2 million at December 31,
2000. 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. Additional interest incurred during 2000, 1999 and 1998 in
connection with the swap agreement amounted to $47,648, $69,293 and $81,512,
respectively.
The fair value of the interest rate swap agreement was $1.1 million at
December 31, 2000. The fair value of this financial instrument (used for
hedging purposes) represents the aggregate replacement cost based on financial
institution quotes. The Company is exposed to market risks from changes in
interest rates and fluctuations in foreign exchange rates.
10. OTHER ACCRUED LIABILITIES:
Other accrued liabilities at December 31, 2000 and 1999 are as follows:
2000 1999
Salaries, wages and commissions . . . . . $2,184,174 $ 2,025,608
Taxes, including payroll withholdings and
VAT, excluding income taxes 1,197,886 1,722,761
Accrued pension costs . . . . . . 964,958 829,238
Accrued professional fees . . . . . . . 367,236 436,015
Accrued insurance . . . . . . . . . . . . 524,802 324,943
Other . . . . . . . . . . . . . . . . . . 1,088,347 909,373
$6,327,403 $ 6,247,938
11. DOMESTIC AND FOREIGN INCOME TAXES
Domestic and foreign income taxes (benefits) are comprised as follows:
Years ended December 31
2000 1999 1998
Current
Federal . . . . $1,596,045 $ 501,519 $ 1,296,209
State . . . 322,603 7,194 246,035
Foreign . . . . 236,463 219,901 811,795
2,155,111 728,614 2,354,039
Deferred
Federal . . . . (67,999) 496,490 (476,590)
State . . . (5,942) 125,358 (220,237)
Foreign . . . (253,792) (387,387) (1,316,887)
(327,733) 234,461 (2,013,714)
Income taxes . . . . $1,827,378 $ 963,075 $ 340,325
Income (loss) before
income taxes is as
follows:
Foreign . . . . $ 60,646 $ (194,731) $ (758,980)
Domestic . . . . 4,702,518 2,886,966 4,708,827
$4,763,164 $2,692,235 $ 3,949,847
The following is a reconciliation of the statutory federal income tax rate to
the effective tax rate based on income (loss):
Years ended December 31
2000 1999 1998
Tax provision at statutory rate 34.0% 34.0% 34.0%
Net foreign operating loss carryforwards 1.2 2.6 (1.3)
Effect of foreign tax rates (.9) (6.4) (5.0)
Change in domestic valuation allowance (19.2)
Goodwill amortization 1.9 5.2 3.2
State taxes net of federal benefit 4.4 3.2 .4
Tax benefits related to export sales (2.8) (5.0) (3.6)
Other 0.6 2.2 0.1
Domestic and foreign income tax rate 38.4% 35.8% 8.6%
The significant components of deferred income taxes (benefits) for the years
ended December 31, 2000, 1999 and 1998 are as follows:
Years ended December 31
2000 1999 1998
Deferred income tax (benefit) $ (156,747) $ 610,893 $(1,894,475)
(Decrease) in beginning-of-the year
balance of the valuation allowance
for deferred tax assets (69,146) (155,255) (76,664)
Currency translation adjustment (101,840) (221,177) (42,575)
$ (327,733) $ 234,461 $(2,013,714)
The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 2000 and
1999 are presented below:
2000 1999
Deferred tax assets:
Postretirement benefit obligations . . . . $1,303,865 $1,339,778
Net operating loss carryforwards . . . . . . . . 3,171,875 2,648,520
State income taxes . . . . . . . . . . . . . . . 356,371 353,014
Guarantee obligations and estimated future costs
of service accruals 249,845 504,872
Employee pension plan obligations . . . . . . . . 328,086 325,337
Compensated absences, principally due to accrual
for financial reporting purposes
reporting purposes . . . . . . . 262,405 270,787
Other . . . . . . . . . . . . . . . . . . . . . 406,670 527,022
Total gross deferred tax assets . . . . . . 6,079,117 5,969,330
Less: valuation allowance . . . . . . . . . 1,395,761 1,464,907
Net deferred tax assets . . . . . . . . . . 4,683,356 4,504,423
Deferred tax liabilities:
Plant and equipment, principally due to
differences in depreciation
and capitalized interest . . . . . . . . . . . 1,271,670 1,338,333
Other . . . . . . . . . . . . . . . . . . . . . . 148,606 175,604
Total gross deferred tax liabilities . . . . 1,420,276 1,513,937
Net deferred tax assets . . . . . . . . . . $3,263,080 $2,990,486
Domestic and foreign deferred taxes are comprised as follows:
December 31, 2000 Federal State Foreign Total
Current deferred asset . $1,131,409 $ 7,050 $1,672,760 $2,811,219
Non-current deferred
asset 89,874 271,679 90,308 451,861
Net deferred tax asset . $1,221,283 $ 278,729 $1,763,068 $3,263,080
December 31, 1999 Federal State Foreign Total
Current deferred asset
(liability) . . . . . $ 983,825 $ (8,535) $1,452,953 $2,428,243
Non-current deferred asset 117,641 283,343 161,259 562,243
Net deferred tax asset . $1,101,466 $ 274,808 $1,614,212 $2,990,486
At December 31, 2000, the Company had $516,891 of income tax receivable
included in accounts and notes receivable.
The valuation allowance for deferred tax assets as of January 1, 2000 was
$1,464,907. The net change in the total valuation allowance for the year ended
December 31, 2000 was a decrease of $69,146. The remaining valuation allowance
of $1,395,761 is maintained against deferred tax assets which the Company has
determined are not more than likely to be realized. Subsequently recognized tax
benefits, if any, relating to the valuation allowance for deferred tax assets
will be reported in the consolidated statements of operations.
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities and projected future taxable
income in making this assessment. Based upon the level of historical taxable
income and projections for future taxable income over the periods which the
deferred tax assets are deductible, along with reasonable and prudent tax
planning strategies and the expiration dates of carryforwards, management
believes it is more likely than not the Company will realize the benefits of
these deductible differences, net of the existing valuation allowances, at
December 31, 2000.
At December 31, 2000 the Company has net operating loss carryforwards for
foreignincome tax purposes of $8,198,917 of which $183,780 expire in 2001,
$370,302 expire in 2002, $1,557,322 expire in 2003, $871,806 expire in 2004,
$1,470,773 expire in 2005 and $3,744,934 have no expiration date and are
available to offset future foreign taxable income. The Company has recognized a
valuation allowance for certain net operating loss carryforwards at foreign
operations where utilizationwill not be realized.
No provision has been made for United States income tax which may be payable on
undistributed income of the Companys foreign subsidiaries since it is the
Companys intention to reinvest the unremitted earnings. Furthermore, based on
current federal income tax laws, the federal income tax on future dividends will
be offset by foreign tax credits in certain instances. At December 31, 2000 the
Company has not recognized a deferred tax liability of approximately $1,640,000
on undistributed retained earnings of such subsidiaries of $4,822,000.
12. EMPLOYEE BENEFIT PLANS
The Company has two defined benefit pension plans. One covers salaried employees
and the other plan covers union employees. The following table sets forth the
plans funded status and amounts recognized in the Companys statements of
financial position at December 31, 2000 and 1999:
December 31
2000 1999
Change in Projected Benefit Obligation
Projected benefit obligation at January 1 . . . . $ 4,996,028 $ 5,298,307
Service cost (excluding administrative expenses) 188,700 205,780
Interest cost . . . . . . . . . . . . . . . . . 347,668 330,527
Actuarial (gain) . . . . . . . . . . . . . . . (19,148) (492,895)
Benefits paid . . . . . . . . . . . . . . . . . . (327,376) (345,691)
Projected benefit obligation at December 31 . . . 5,185,872 4,996,028
Change in Fair Value of Plan Assets
Fair value of plan assets at January 1 . . . . . . 5,450,575 4,864,437
Actual return on plan assets . . . . . . . . . . 262,929 917,772
Employer contributions . . . . . . . . . . . . . 40,000
Expenses . . . . . . . . . . . . . . . . . . . . . (41,000) (25,942)
Benefits paid . . . . . . . . . . . . . . . . (327,376) (345,692)
Fair value of plan assets at December 31 . . . . 5,345,128 5,450,575
Funded status . . . . . . . . . . . . . . . . . 159,256 454,547
Unrecognized net actuarial (gain) . . . . . . . . (1,127,997) (1,344,839)
Unrecognized net obligation . . . . . . . . . . 55,124
Unrecognized prior service cost . . . . . . . . 3,783 5,930
(Accrued) pension cost at December 31. . . . . . . $ (964,958) $ (829,238)
Net periodic pension cost for these plans for the years 2000, 1999 and 1998
included the following components:
Years ended December 31
2000 1999 1998
Service cost - benefits earned during
the period . . . . . . . . . . . . $ 217,458 $ 240,928 $ 220,141
Interest cost on projected benefit 347,668 330,527 327,160
obligation . . . .
Expected return on assets . . . . . (421,230) (376,931) (323,648)
Amortization of net obligation . . . 55,124 55,121 55,121
Amortization of prior service cost . 2,146 10,427 10,427
Recognized net actuarial (gain) . . (65,446) (2,628)
Net periodic pension cost . . . . . $ 135,720 $ 257,444 $ 289,201
The discount rate used to determine the projected benefit obligation for both
the salaried and union plans was 7.25% for 2000 and 1999 and 6.5% for 1998.
The projected benefit obligation was determined by using an assumed rate of
increase in compensation levels of 5% for 2000, 1999 and 1998 for the salaried
plan. The expected long-term rate of return on assets for both plans was 8%.
The Companys French subsidiaries, Selas (SAS) and CFR, are obligated to
contribute to an employee profit sharing plan under which annual contributions
are determined on the basis of a prescribed formula using capitalization,
salaries and certain revenues. There was no contribution to profit sharing in
2000 or 1998, however,1999 had expense of $110,337.
The Company has defined contribution plans for most of its domestic employees
not covered by collective bargaining agreements. Under these plans, eligible
employees may contribute amounts through payroll deductions supplemented by
employer contributions for investment in various investments specified in the
plans. The Company contribution to these plans for 2000, 1999 and 1998 was
$328,452, $383,015 and $377,447, respectively.
The Company provides postretirement medical benefits to certain domestic
full-time employees who meet minimum age and service requirements. In 1999 a
plan amendment was instituted which limits the liability for postretirement
benefits beginning January 1, 2000. This plan amendment resulted in a $1.1
million unrecognized prior service cost reduction which will be recognized as
employees render the services necessary to earn the postretirement benefit.
The Companys policy is to pay the cost of these postretirement benefits when
required on a cash basis. The Company also has provided certain foreign
employees with retirement related benefits.
The following table presents the amounts recognized in the Companys
consolidated balance sheet at December 31, 2000 and 1999 for postretirement
medical benefits:
Accumulated postretirement medical benefit obligation:
December 31
2000 1999
Change in Projected Benefit Obligation
Projected benefit obligation at January 1 . . . . $ 1,476,501 $ 2,867,101
Service cost (excluding administrative expenses) 33,382 34,920
Interest cost . . . . . . . . . . . . . . . . . . 98,656 170,180
Plan amendment . . . . . . . . . . . . . . . . . (1,135,426)
Actuarial (gain) . . . . . . . . . . . . . . . (92,154) (228,820)
Benefits paid . . . . . . . . . . . . . . . . . . (139,300) (231,454)
Projected benefit obligation at December 31 . . . 1,377,085 1,476,501
Change in Fair Value of Plan Assets
Employer contribution . . . . . . . . . . . . . . 139,300 231,454
Benefits paid . . . . . . . . . . . . . . . . . . (139,300) (231,454)
Fair value of plan assets at December 31 . . . . 0 0
Funded status . . . . . . . . . . . . . . . . . 1,377,085 1,476,501
Unrecognized net actuarial gain . . . . . . . . . 676,156 615,170
Unrecognized prior service cost . . . . . . . . . 1,059,731 1,135,426
Accrued postretirement benefit cost . . . . . . . $ 3,112,972 $ 3,227,097
Accrued postretirement medical benefit costs are classified as other
postretirement benefit obligations as of December 31, 2000 and 1999.
Net periodic postretirement medical benefit costs for 2000, 1999 and 1998
include the following components:
Years ended December 31
2000 1999 1998
Service cost . . . . . . . . . . . . $ 33,382 $ 34,920 $ 30,611
Interest cost . . . . . . . . . . . 98,656 170,180 187,324
Amortization of unrecognized prior (75,695)
service cost .
Amortization of unrecognized gain . (31,168) (16,979) ( 14,970)
Net periodic postretirement medical $ 25,175 $ 188,121 $ 202,965
benefit cost .
For measurement purposes, a 9.0% annual rate of increase in the per capita cost
of covered benefits (i.e., health care cost trend rate) was assumed for 2000;
the rate was assumed to decrease gradually to 5% by the year 2009 and remain at
that level thereafter. The health care cost trend rate assumption may have a
significant effect on the amounts reported. For example, increasing the assumed
health care cost trend rates by one percentage point in each year would increase
the accumulated postretirement medical benefit obligation as of December 31,
2000 by $4,077 and the aggregate of the service and interest cost components of
net periodic postretirement medical benefit cost for the year ended
December 31, 2000 by $2,018.
The weighted-average discount rate used in determining the accumulated
postretirement medical benefit obligation at December 31, 2000 and 1999 was
7.25% and 1998 was 6.5%.
The Company provides retirement related benefits to a former employee, and to
certain foreign subsidiary employees in accordance with industry-wide collective
labor agreements. The liabilities established for these benefits at December31,
2000 and 1999 were $945,789 and $903,164, respectively, and are classified as
other postretirement benefit obligations as of December 31, 2000 and 1999.
13. CURRENCY TRANSLATION ADJUSTMENTS
All assets and liabilities of foreign operations are translated into U.S.
dollars at prevailing rates of exchange in effect at the balance sheet date.
Revenues and expenses are translated using average rates of exchange for the
year. The functional currency of the Companys foreign operations is the
currency of the country in which the entity resides; such currencies are the
French franc, German mark, Italian lira, British pound, Singapore dollar,
Portugal escudo and Japanese yen. Adjustments resulting from the process of
translating the financial statements of foreign subsidiaries into U.S. dollars
are reported as a separate component of shareholders' equity, net of tax where
appropriate. Gains and losses arising from foreign currency transactions are
reflected in the consolidated statements of operations as incurred. Foreign
currency transaction gains (losses)included in the statements of operations for
2000, 1999 and 1998 were ($56,378),($296,583) and $175,609, respectively.
14. COMMON STOCK AND STOCK OPTIONS
Under the Companys 1985 and 1994 Stock Option Plans, options to an aggregate of
900,000 shares of common stock may be granted to certain officers and key
employees. In 1998 the Board of Directors established a 1998 Stock Option Plan
to issue up to 75,000 shares to certain non-employee Directors, both at no less
than 100% of the fair market value at the date of grant. All options are
exercisable until the earlier of termination pursuant to the plans or ten years
from date of grant.
At December 31, 2000, there were 50,000 additional shares available for grant
under the 1998 plan. The per share fair value of stock options granted during
2000 was $1.31 on the date of grant using the Black Scholes option-pricing model
with the following weighted-average assumptions: 2000 - expected dividend yield
2.1%; risk free interest rates of 5.21%; expected life of 6 years and expected
volatility of the stock over the life of the options which is based on the past
10 years of the stock's activity.
The Company applies APB Opinion No. 25 in accounting for its Plans, and,
accordingly, no compensation cost has been recognized for its stock options in
the financial statements. Had the Company determined compensation cost based on
the fair value at the grant date of its stock options under SFAS No. 123, the
Companys net income would have been reduced to the pro forma amount indicated
below:
2000 1999 1998
Net income as reported . . . . $ 2,935,786 $ 1,729,160 $ 3,609,522
Net income pro forma . . . . . . . $ 2,740,476 $ 1,510,137 $ 3,297,704
Basic earnings per share as reported $.57 $.33 $.69
Basic earnings per share pro forma . $.54 $.29 $.63
Options of 131,700 were granted in 2000. No options were granted in 1999.
225,000 options were granted in 1998. Pro forma net income reflects options
granted in 2000 and 1998. Therefore, the full impact of calculating
compensation cost for stock options under SFAS No. 123 is not reflected in the
pro forma net income amounts presented above because compensation cost is
reflected over the options vesting periods of 3 to 5 years and compensation cost
for options granted prior to January 1, 1998 is not considered.
Stock option activity during the periods indicated is as follows:
Number of Weighted-average
Shares Exercise Price
Outstanding at January 1, 1998 . . 383,288 $7.24
Options granted . . . . . . . . 225,000 9.61
Options exercised . . . . . . (2,200) 4.63
Options forfeited . . . . . (2,200) 6.10
Outstanding at December 31, 1998 . 603,888 $8.14
Options exercised . . . . . . (19,888) 4.20
Options forfeited . . . . . . . (13,600) 8.40
Outstanding at December 31, 1999 . 570,400 $8.27
Options forfeited . . . . . . . (26,400) 9.35
Options expired . . . . . . . . (3,750) 11.42
Options granted . . . . . . . . 131,700 3.13
Outstanding at December 31, 2000 . 671,950 $7.20
The following summarizes information about the Companys stock options
outstanding at December 31, 2000:
Options Outstanding
Weighted Average
Range of Number Remaining
Exercise Outstanding Contractual
Prices at 12/31/00 Life
$5.35-7.75 227,800 4.30
9.06-10.50 312,450 4.86
3.13 131,700
Options Exercisable
Weighted-Average Number
Exercise Exercisable Weighted-Average
Price at 12/31/00 Exercise Price
$6.35 212,800 $ 6.13
9.52 251,350 9.69
3.13
15. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a tabulation of unaudited quarterly results of operations.
2000 First Second Third Fourth
Quarter Quarter Quarter Quarter
Net sales . . . . . . $30,523,000 $31,996,000 $28,394,000 $25,374,000
Gross Profit . . . . . $ 7,085,000 $ 6,232,000 $ 5,053,000 $ 5,228,000
Net income . . . . . $ 1,201,000 $ 1,019,000 $ 402,000 $ 314,000
Earnings per share
Basic . . . . . . . . $.23 $.20 $.08 $.06
Diluted . . . . . . $.23 $.20 $.08 $.06
1999 First Second Third Fourth
Quarter Quarter Quarter Quarter
Net sales . . . . . . . $24,053,000 $25,391,000 $26,166,000 $27,143,000
Gross Profit . . . . . $ 4,521,000 $ 4,963,000 $ 6,001,000 $ 6,036,000
Net income (loss) . . . $ (354,000) $ 32,000 $ 1,142,000 $ 910,000
Earnings (loss) per share
Basic . . . . . . . . ($.07) $.01 $.22 $.18
Diluted . . . . . . . ($.07) $.01 $.22 $.18
16. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
2000
Per
Income Shares Share
Numerator Denominator Amount
Basic Earnings
Per Share
Income available
to common
shareholders $2,935,786 5,121,513 $0.57
Effect of Dilutive
Securities
Stock options 12,981
Diluted Earnings
Per Share $2,935,786 5,134,494 $0.57
1999
Per
Income Shares Share
Numerator Denominator Amount
Basic Earnings
Per Share
Income available
to common
shareholders $1,729,160 5,196,072 $0.33
Effect of Dilutive
Securities
Stock options 12,018
Diluted Earnings
Per Share $1,729,160 5,208,090 $0.33
1998
Per
Income Shares Share
Numerator Denominator Amount
Basic Earnings
Per Share
Income available
to common
shareholders $3,609,522 5,233,016 $0.69
Effect of Dilutive
Securities
Stock options 77,338
Diluted Earnings
Per Share $3,609,522 5,310,354 $0.68
For additional disclosures regarding the stock options, see notes 14.
17. CONTINGENCIES AND COMMITMENTS
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 through 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.
Total rent expense for 2000, 1999, and 1998 under leases pertaining primarily to
engineering, manufacturing, sales and administrative facilities,with an initial
term of one year or more, aggregated $1,358,000, $1,384,000 and $1,020,000,
respectively. Remaining rentals payable under such leases are as follows: 2001 -
$1,405,000; 2002 - $1,322,000; 2003 - $1,171,000; 2004 - $ 699,000; 2005 and
thereafter - $1,775,000.
18. RELATED-PARTY TRANSACTIONS
One of the Companys subsidiaries leases office and factory space from a
partnership consisting of three present or former officers of the subsidiary.
The subsidiary is required to pay all real estate taxes and operating expenses.
In the opinion of management, the terms of the lease agreement are comparable
to those which could be obtained from unaffiliated third parties. The total
rent expense incurred under the lease was approximately $330,000 for 2000,
1999 and 1998. Annual lease commitments approximate $330,000 through
December, 2001.
EXHIBIT 21
Significant Subsidiaries
of Selas
Corporation of America
Subsidiary Place of Incorporation
CFR-CECF Forumi-Ripoche France
CFR Portugal Portugal
Deuer Manufacturing, Inc. Ohio
Nippon Selas Japan
Resistance Technology GmbH Germany
Vertrieb von Elecktronikteilen
Resistance Technology, Inc. Minnesota
Lectret Precision PTE LTD Singapore
RTI Electronics, Inc. Delaware
RTI Technologies PTE LTD Singapore
SEER France
Selas (SAS) France
Selas Italiana, S.A. Italy
Selas Engineering UK Ltd. England
Selas Waermetechnik, GmbH Germany
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Selas Corporation of America:
We consent to the incorporation by reference in the Registration
Statements No. 33-33712 on Form S-3, No. 333-16377 on Form S-8, and
No. 333-66433 on Form S-8 of Selas Corporation of America and
subsidiaries of our reports dated February 19, 2001, relating to the
consolidated balance sheets of Selas Corporation of America and
subsidiaries as of December 31, 2000 and 1999 and the related
consolidated statements of operations, shareholders' equity, and cash
flows and related financial statement schedules for each of the years
in the three-year period ended December 31, 2000, which reports are
included in the December 31, 2000 annual report on Form 10-K of Selas
Corporation of America.
/s/KPMG LLP
Philadelphia, Pennsylvania
March 30, 2001
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby consent and appoint Stephen F. Ryan and Francis A.
Toczylowski, or either of them, his attorney to do any and all acts,
including the execution of documents, which said attorneys, or either
of them, may deem necessary or advisable to enable Selas Corporation
of America (the "Company") to comply with the Securities Exchange Act
of 1934, as amended, and the rules, regulations and requirements of
the Securities and Exchange Commission, in connection with the filing
under said Act of an annual report of the Company on Form 10-K for
the year ended December 31, 2000, including the power and authority
to sign in the name and on behalf of the undersigned, in any and all
capacities in which the signature of the undersigned would be
appropriate, such annual report and any and all amendments thereto
and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as the
undersigned could do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 30th day of March, 2001.
/s/Mark S. Gorder
/s/John H. Austin, Jr.
/s/Frederick L. Bissinger
/s/Nicholas A. Giordano
/s/Michael J. McKenna