-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S0ecdxFmHjZUzwO+CrJgeyM2BFvkC1TKRw3Q6VUPg5BNW4KC6UCA5/iAHODufLLp zSRHmH13mwmo6aocfWAdIw== 0000088790-00-000010.txt : 20000512 0000088790-00-000010.hdr.sgml : 20000512 ACCESSION NUMBER: 0000088790-00-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SELAS CORP OF AMERICA CENTRAL INDEX KEY: 0000088790 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL PROCESS FURNACES & OVENS [3567] IRS NUMBER: 231069060 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-05005 FILM NUMBER: 626409 BUSINESS ADDRESS: STREET 1: 2034 LIMEKILN PK CITY: DRESHER STATE: PA ZIP: 19025 BUSINESS PHONE: 2156466600 MAIL ADDRESS: STREET 1: 2034 LIMEKILN PIKE CITY: DRESHER STATE: PA ZIP: 19025 10-Q 1 1ST QTR 2000 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED MARCH 31, 2000 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-5005 SELAS CORPORATION OF AMERICA (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PENNSYLVANIA 23-1069060 STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) DRESHER, PENNSYLVANIA 19025 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (215) 646-6600 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. (X) YES ( ) NO INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE. CLASS OUTSTANDING AT MAY 8, 2000 COMMON SHARES, $1.00 PAR VALUE 5,120,714 (exclusive of 514,254 treasury shares) -2- SELAS CORPORATION OF AMERICA I N D E X Page Number PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999 . . . . . . . 3, 4 Consolidated Statements of Operations for the Three Months Ended March 31, 2000 and 1999 . . . . . . . . . . . . . . . . . . . . . 5 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2000 and 1999 . . . . 6 Consolidated Statement of Shareholders' Equity for the Three Months Ended March 31, 2000. . . . . 7 Notes to Consolidated Financial Statements . . . . 8,9,10, 11,12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . 13,14,15 Item 3. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . 15 PART II - OTHER INFORMATION Item 1. Legal Proceedings . . . . . . . . . . . . . 16 Item 6. Exhibits and Reports on Form 8-K . . . . . 16 -3- SELAS CORPORATION OF AMERICA Consolidated Balance Sheets Assets March 31, December 31, 2000 1999 (Unaudited) (Audited) Current assets Cash, including cash equivalents of $999,000 in 2000 and $151,000 in 1999 $ 2,759,335 $ 1,756,008 Accounts receivable (including unbilled receivables of $13,843,000 in 2000 and $6,043,000 in 1999, less allowance for doubtful accounts of $979,000 in 2000 and $978,000 in 1999) 33,297,782 28,795,466 Inventories 13,249,377 12,769,618 Deferred income taxes 2,351,871 2,428,243 Other current assets 2,236,761 2,181,281 Total current assets 53,895,126 47,930,616 Investment in unconsolidated affiliate 574,573 588,965 Property, plant and equipment Land 983,228 1,005,537 Buildings 11,222,656 11,435,428 Machinery and equipment 29,468,102 28,794,569 41,673,986 41,235,534 Less: Accumulated depreciation 23,088,136 22,441,750 Net property, plant and equipment 18,585,850 18,793,784 Excess of cost over net assets of acquired subsidiaries, less accumulated amortiza- tion of $3,349,000 in 2000 and $3,165,000 in 1999 16,621,841 16,214,999 Deferred income taxes 518,262 562,243 Other assets including patents, less amortization 1,103,581 959,093 $91,299,233 $85,049,700 =========== =========== (See accompanying notes to the consolidated financial statements) -4- SELAS CORPORATION OF AMERICA Consolidated Balance Sheets Liabilities and Shareholders' Equity March 31, December 31, 2000 1999 (Unaudited) (Audited) Current liabilities Notes payable $ 9,644,380 $ 9,417,666 Current maturities of long-term debt 1,832,467 1,958,951 Accounts payable 17,522,448 13,191,213 Federal, state and foreign income taxes 1,213,766 679,997 Customers' advance payments on contracts 665,751 1,221,946 Guarantee obligations and estimated costs of service 1,720,017 1,483,624 Other accrued liabilities 6,406,107 6,247,938 Total current liabilities 39,004,936 34,201,335 Long-term debt 4,572,737 3,695,181 Other postretirement benefit obligations 4,086,780 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 27,562,645 26,592,680 Accumulated other comprehensive (loss) (326,384) (14,496) Less: 512,754 and 504,854 common shares, respectively, held in treasury, at cost (1,248,990) (1,202,770) Total shareholders' equity 43,634,780 43,022,923 $91,299,233 $85,049,700 =========== =========== (See accompanying notes to the consolidated financial statements) -5- SELAS CORPORATION OF AMERICA Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, March 31, 2000 1999 Sales, net $30,523,008 $24,053,159 Operating costs and expenses Cost of sales 23,433,621 19,532,059 Selling, general and administrative expenses 4,783,035 4,501,280 Operating income 2,306,352 19,820 Interest (expense) (267,924) (261,779) Interest income 16,280 22,427 Other income (expense), net (53,980) (164,087) Income (loss) before income taxes (benefit) 2,000,728 (383,619) Income taxes (benefit) 800,135 (29,520) Net income (loss) $ 1,200,593 $ (354,099) =========== =========== Earnings (loss) per share Basic $.23 ($.07) Diluted $.23 ($.07) Average shares outstanding Basic 5,125,000 5,252,000 Diluted 5,137,000 5,252,000 Comprehensive income (loss) $ 888,705 $ (778,769) =========== =========== (See accompanying notes to the consolidated financial statements) -6- SELAS CORPORATION OF AMERICA Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, March 31, 2000 1999 Cash flows from operating activities: Net income (loss) $ 1,200,593 $(354,099) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 1,020,728 992,609 Equity in loss of unconsolidated affiliate 14,392 15,792 (Gain) on sale of property and equipment (150) -- Deferred taxes 42,126 383,616 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable (4,855,203) 1,707,662 (Increase) in inventories (385,138) (86,752) (Increase) in other assets (321,412) (616,981) Increase (decrease) in accounts payable 3,986,351 (220,731) Increase (decrease) in accrued expenses 319,902 (1,680,975) Increase (decrease) in customer advances (445,199) 779,078 (Decrease) in other liabilities (19,148) (5,877) Net cash provided by operating activities 557,842 913,342 Cash flows from investing activities: Purchases of property, plant and equipment (743,740) (781,969) Proceeds from sale of property, plant and equipment 150 -- Acquisition of subsidiary company, net of cash acquired 144,930 (1,888) Net cash (used) by investing activities (598,660) (783,857) Cash flows from financing activities: Proceeds from short-term bank borrowings 890,763 1,255,811 Proceeds from long-term bank borrowings to acquire subsidiary company 1,735,645 -- Repayments of short-term bank borrowings (312,628) (1,111,671) Repayments of long-term debt (797,690) (787,238) Proceeds from exercise of stock options -- 32,004 Payment of dividends (230,628) (236,702) Purchase of treasury stock (46,220) (84,451) Net cash provided (used) by financing activities 1,239,242 (932,247) Effect of exchange rate changes on cash (195,097) (120,375) Net increase (decrease) in cash and cash equivalents 1,003,327 (923,137) Cash and cash equivalents, beginning of period 1,756,008 2,784,282 Cash and cash equivalents, end of period $ 2,759,335 $ 1,861,145 =========== =========== (See accompanying notes to the consolidated financial statements) -7- SELAS CORPORATION OF AMERICA Consolidated Statement of Shareholders' Equity Three Months Ended March 31, 2000 (Unaudited) Common Stock Additional Number of Paid-In Shares Amount Capital Balance, January 1, 2000 5,634,968 $ 5,634,968 $12,012,541 Net income Cash dividends paid ($.045 per share) Foreign currency translation (loss) Comprehensive income Purchase of 7,900 treasury shares Balance, March 31, 2000 5,634,968 $ 5,634,968 $12,012,541 ============ =========== =========== Accumulated Other Retained Comprehensive Comprehensive Earnings (Loss) Income Balance, January 1, 2000 $26,592,680 $ (14,496) Net income 1,200,593 $1,200,593 Cash dividends paid ($.045 per share) (230,628) Foreign currency translation (loss) (311,888) (311,888) Comprehensive income $ 888,705 ========== Purchase of 7,900 treasury shares Balance, March 31, 2000 $27,562,645 $ (326,384) =========== =========== Total Treasury Shareholders' Stock Equity Balance, January 1, 2000 $(1,202,770) $43,022,923 Net income 1,200,593 Cash dividends paid ($.045 per share) (230,628) Foreign currency translation (loss) (311,888) Comprehensive income Purchase of 7,900 treasury shares (46,220) (46,220) Balance, March 31, 2000 $(1,248,990) $43,634,780 =========== =========== (See accompanying notes to the consolidated financial statements) -8- SELAS CORPORATION OF AMERICA PART I - FINANCIAL INFORMATION ITEM 1. Notes to Consolidated Financial Statements (Unaudited) 1. In the opinion of management, the accompanying consolidated condensed financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly Selas Corporation of America's consolidated financial position as of March 31, 2000 and December 31, 1999, and the consolidated results of its operations, statements of shareholders' equity and cash flows for the three months then ended. 2. The accounting policies followed by the Company are set forth in note 1 to the Company's financial statements in the 1999 Selas Corporation of America Annual Report. 3. Acquisitions In January, 2000, the Company acquired the stock of Ermat SA, 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 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. 4. Inventories consist of the following: March 31, December 31, 2000 1999 Raw material $ 3,498,666 $ 2,858,196 Work-in-process 5,105,953 5,520,707 Finished products and components 4,644,758 4,390,715 $13,249,377 $12,769,618 =========== =========== 5. Income Taxes Consolidated income taxes (benefit) for the three months ended March 31, 2000 and 1999 are $800,000 and ($30,000) which result in effective tax rates of 40% and (7.7)% respectively. The rate of tax benefit in relation to pre-tax loss in 1999 is low because tax benefits from certain foreign net operating losses could not be utilized. 6. Legal Proceedings The Company is a defendant along with a number of other parties in approximately 200 lawsuits as of December 31, 1999 (150 as of December 31, 1998) 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 -9- SELAS CORPORATION OF AMERICA PART I - FINANCIAL INFORMATION ITEM 1. Notes to Consolidated Financial Statements (Unaudited) - (Continued) 6. Legal Proceedings (Continued) has informed the Company that the primary policy for the period July 1, 1972 - July 1, 1975 has been exhausted and that the lead carrier will no longer provide a defense under that policy. The Company has requested that the lead carrier substantiate this situation. The Company has contacted representatives of the Company's excess insurance carrier for some or all of this period. The Company does not believe that the asserted exhaustion of the primary insurance coverage for this period will have a material adverse effect on the 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 Company's consolidated financial position or results of operations. In 1995, a dispute which was submitted to arbitration, arose under a contract between a customer and a subsidiary of the Company. Substantial claims were asserted against the subsidiary Company under the terms of the contract. The Company recorded revenue of approximately $1,400,000 in 1994. In June, 1998, the arbitrator found in favor of the customer. The Company has refused to recognize the validity of the arbitration proceedings and decision and believes it is entitled to a new hearing before an international or French tribunal. The Company believes that the disposition of this claim will not materially affect the Company's 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 Company's consolidated financial position, liquidity, or results of operations. 7. Statements of Cash Flows Three Months Ended March 31, March 31, 2000 1999 Interest received . . . . . . . $ 16,156 $ 22,426 Interest paid . . . . . . . . . $236,921 $200,402 Income taxes paid . . . . . . . $163,365 $ 47,874 8. Accounts Receivable At March 31, 2000, the Company had $2,709,725 of trade accounts receivable due from the major U.S. automotive manufacturers and $3,943,608 of trade accounts receivable due from hearing aid manufacturers. The Company also had $13,417,728 in receivables from long-term contracts for customers in the steel industry in North America, Europe and Asia. -10- SELAS CORPORATION OF AMERICA PART I - FINANCIAL INFORMATION ITEM 1. Notes to Consolidated Financial Statements (Unaudited) - (Continued) 9. Earnings (Loss) Per Share The following table sets forth the computation of basic and diluted earnings (loss) per share: For the Three Months Ended March 31, 2000 Income Shares Per Share Numerator Denominator Amount Basic Earnings Per Share Income available to common shareholders $1,200,593 5,125,426 $ .23 ========= Effect Of Dilutive Securities Stock options 11,204 Diluted Earnings Per Share $1,200,593 5,136,630 $ .23 ===================================== For the Three Months Ended March 31, 1999 (Loss) Shares Per Share Numerator Denominator Amount Basic (Loss) Per Share (Loss) available to common shareholders $ (354,099) 5,251,784 $ (.07) ========= Effect Of Dilutive Securities Stock options -- Diluted (Loss) Per Share $ (354,099) 5,251,784 $ (.07) ===================================== -11- SELAS CORPORATION OF AMERICA 10. Business Segment Information The company has three operating segments. The Company is engaged in providing engineered heat technology equipment and services to industries throughout the world, the manufacture of precision miniature medical and electronic products and the manufacture of original equipment for light trucks and vans. The results of operations and assets of these segments are prepared on the same basis as the condensed consolidated financial statements for the three months ended March 31, 2000 and 1999 and the consolidated financial statements included in the 1999 Form 10-K. The Company's reportable segments reflect separately managed, strategic business units that provide different products and services, and for which financial information is separately prepared and monitored. Segments Tire Precision Holders, Miniature Lifts and Medical and For The Three Months Heat Related Electronic Ended March 31, 2000 Technology Products Products Total Sales, net $15,804,728 $5,252,411 $9,465,869 $30,523,008 ================================================== Net income $ 324,845 $ 459,954 $ 415,794 $1,200,593 ================================================== Depreciation and amortization $ 222,977 $ 51,273 $ 746,478 $1,020,728 ================================================== Property, plant and equipment additions $ 28,928 $ 39,611 $ 675,201 $ 743,740 ================================================== Total assets $45,909,399 $7,428,913 $37,960,921 $91,299,233 ================================================== -12- SELAS CORPORATION OF AMERICA 10. Business Segment Information (Continued) Segments Tire Precision Holders, Miniature Lifts and Medical and For The Three Months Heat Related Electronic Ended March 31, 1999 Technology Products Products Total Sales, net $10,755,990 $4,596,008 $8,701,161 $24,053,159 ================================================== Net income (loss) $ (771,688) $ 235,001 $ 182,588 $ (354,099) ================================================== Depreciation and amortization $ 185,316 $ 52,836 $ 754,457 $ 992,609 ================================================== Property, plant and equipment additions $ 160,808 $ 51,196 $ 569,965 $ 781,969 ================================================== Total assets $37,496,937 $7,035,164 $38,123,524 $82,655,625 ================================================== -13- SELAS CORPORATION OF AMERICA PART I - FINANCIAL INFORMATION ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Consolidated net sales for the three months ended March 31, 2000 increased to $30.5 million from $24 million for the same period in 1999. Net sales for the heat processing segment increased to $15.8 million for the three months ended March 31, 2000 compared to $10.8 million for the same period last year. The increase in sales is due to increased revenue recognized on large engineered contracts in backlog at the beginning of the year, increased sales of CFR, the French subsidiary which produces smaller heat treating furnaces, and sales from Ermat, the French furnace manufacturer acquired in January, 2000. Sales and earnings of large engineered contracts are recognized on the percentage-of-completion method and generally require more than twelve months to complete. Consolidated backlog for the heat technology segment increased to $39.6 million at March 31, 2000 compared to $20.9 million at the same time last year. Sales for the Company's precision miniature medical and electronic products segment increased to $9.5 million for the three months ended March 31, 2000 compared to $8.7 million for the comparable period in 1999. Sales to hearing health customers for this segment decreased slightly due to the continuing flat sales trends in this market, more than offset by increased revenue from products sold to medical infusion customers. Sales of RTI Electronics increased by $.5 million for the three months ended March 31, 2000 compared to 1999 due to the improvement in the electronics industry market and the Asian economic situation. Net sales of the tire holders, lifts and related products segment for the three months ended March 31, 2000 increased to $5.3 million from $4.6 million for the same period in 1999. The increase in revenue is due to higher tire lift unit sales to the Company's automotive customers. The Company's gross profit margin as a percentage-of-sales increased to 23.2% for the three months ended March 31, 2000 compared to 18.8% for the same period last year. Gross profit margins for the heat technology segment increased to 18.6% for the three months ended March 31, 2000 compared to 10.8% for the comparable period in 1999. Heat technology gross profit margins vary markedly from contract to contract, depending on customer specifications and other conditions relating to the project. The gross profit margins for the first quarter of 2000 were impacted by revenue recognized on several large engineered contracts whose margins were more profitable than contracts completed in 1999 and slightly higher sales of spare and replacement parts, which generally have better profit margins. Gross profit margins for the precision miniature medical and electronic products segment increased to 31.5% for the three months ended March 31, 2000 compared to 29.4% for the same period in 1999. The higher margins in the current quarter are partially attributable to the mix of product sales between the periods as precision miniature components, precision miniature systems, plastic and electronic products have varying profit margins. Also -14- SELAS CORPORATION OF AMERICA PART I - FINANCIAL INFORMATION ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) impacting the margins in 2000 were lower costs resulting from the consolidation of the production operations of RTI Electronics into one facility, which was completed during the latter stages of 1999. Gross profit margins for the tire holders, lifts and related products segment improved to 22.2% for the first quarter of 2000 compared to 17.6% for the same periods in 1999. The improvement in the current year is due to efficiencies from higher production through increased sales of the tire lifts. Selling, general and administrative expenses (SG&A) increased 6.3% to $4,783,000 for the first quarter ended March 31, 2000 compared to $4,501,000 for the same period in 1999. The higher SG&A costs are due primarily to the acquisition in January, 2000 of Ermat S.A., a French furnace manufacturer. Interest expense for the three months ended March 31, 2000 increased slightly to $268,000 compared to $262,000 for the same period in 1999. The increase is due to higher average borrowings during the current quarter. Interest income for the first three months of 2000 decreased to $16,000 from $22,000 for the same period in 1999 due to less funds available for investment. Other income (expense) includes losses on foreign exchange of $98,000 and $162,000 for the three months ended March 31, 2000 and 1999, respectively. Consolidated income taxes (benefit) for the three months ended March 31, 2000 and 1999 are $800,000 and ($30,000) which result in effective tax rates of 40% and (7.7)% respectively. The rate of tax benefit in relation to pre-tax loss in 1999 is low because tax benefits from certain foreign net operating losses could not be utilized. Consolidated operations for the first quarter ended March 31, 2000 resulted in net income of $1,201,000 compared to a net loss of $354,000 for the same period in 1999. The improvement is attributable primarily to increased sales and higher profit margins on certain contracts and other products and lower losses on foreign currency exchange, partially offset by higher SG&A expenses. Liquidity and Capital Resources Consolidated net working capital increased to $14.9 million at March 31, 2000 from $13.7 million at December 31, 1999. The increase is primarily due to the net income for the quarter and borrowings to acquire a subsidiary company, offset by purchases of property and equipment, pay- down of long-term debt and payment of dividends. The major changes in components of working capital for the quarter were an increase in cash and cash equivalent of $1 million, higher -15- SELAS CORPORATION OF AMERICA PART I - FINANCIAL INFORMATION ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) accounts receivable of $4.5 million and higher accounts payable of $4.3 million. The increase in cash and cash equivalents partly results from the January, 2000 acquisition of Ermat S.A., which was financed with long-term borrowings of approximately $1.7 million. At the time of acquisition, Ermat had cash and cash equivalent balances of approximately $1.9 million, exceeding the purchase price of near $1.8 million. The other changes in working capital relate to the ongoing operations of the Company during the quarter. During the first quarter of 1999, the Company implemented a program to repurchase up to 250,000 shares of its common stock, which at the time represented approximately 5% of its total shares outstanding. The shares have been purchased from time to time on the open market. As of March 31, 2000, the Company has repurchased a total of 149,190 shares of its common stock. The Company believes that its present working capital position, combined with funds expected to be generated from operations and the available borrowing capacity through its revolving credit loan facilities, will be sufficient to meet its anticipated cash requirements for operating needs and capital expenditures for 2000. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk For information regarding the Company's exposure to certain market risks, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in the Annual Report on Form 10-K for 1999. There have been no significant changes in the Company's portfolio of financial instruments or market risk exposures which have occurred since year-end. Forward-Looking and Cautionary Statements The Company may from time to time make written or oral forward-looking statements, including those contained in the foregoing Management's Discussion and Analysis. In order to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company has identified in its Annual Report on Form 10-K for the year ending December 31, 1999, certain important factors which could cause the Company's actual results, performance or achievement to differ materially from those that may be contained in or implied by any forward-looking statement made by or on behalf of the Company. All such forward-looking statements are qualified by reference to the cautionary statements herein and in such Report on Form 10-K. -16- SELAS CORPORATION OF AMERICA PART II - OTHER INFORMATION ITEM 1. Legal Proceedings See Note 5 to the Consolidated Financial Statements. ITEM 6. Exhibits and Reports on Form 8-K None -17- SELAS CORPORATION OF AMERICA SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SELAS CORPORATION OF AMERICA (Registrant) Date: May 11, 2000 Francis A. Toczylowski Vice President and Treasurer -18- SELAS CORPORATION OF AMERICA SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SELAS CORPORATION OF AMERICA (Registrant) Date: May 11, 1999 /s/ Francis A. Toczylowski Francis A. Toczylowski Vice President and Treasurer EX-27 2
5 This schedule contains summary information extracted from the financial statements of Selas Corporation of America for the three months ended March 31, 2000 and is qualified in its entirety by reference to such financial statements . 3-MOS DEC-31-2000 JAN-01-2000 MAR-31-2000 2,759,335 0 34,276,567 978,785 13,249,377 53,895,126 41,673,986 23,088,136 91,299,233 39,004,936 4,572,737 0 0 5,634,968 37,999,812 91,299,233 30,523,008 30,523,008 23,433,621 23,433,621 0 11,203 267,924 2,000,728 800,135 1,200,593 0 0 0 1,200,593 0.23 0.23
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