-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, cpfiSCd0aOnuxydYeGjhbO728POUaExwnwtxnRN/emQD4drlvScAY08FqTjU0pYC omB3l/hBcYTZyubR23ovpg== 0000088790-95-000011.txt : 19950814 0000088790-95-000011.hdr.sgml : 19950814 ACCESSION NUMBER: 0000088790-95-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950811 SROS: AMEX 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: 1934 Act SEC FILE NUMBER: 001-05005 FILM NUMBER: 95560987 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 2ND QTR UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED JUNE 30, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-5005 SELAS CORPORATION OF AMERICA (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PENNSYLVANIA 23-1069060 (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) DRESHER, PENNSYLVANIA 19025 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (215) 646-6600 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. (X) YES ( ) NO INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE. CLASS OUTSTANDING AT AUGUST 3, 1995 COMMON SHARES, $1.00 PAR VALUE 3,460,050 (exclusive of 242,376 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 June 30, 1995 and December 31, 1994 . . . . . . . . 3, 4 Consolidated Statements of Operations for the Three Months Ended June 30, 1995 and 1994. . . . . . . . . . . . . . . . . . . . . . 5 Consolidated Statements of Operations for the Six Months Ended June 30, 1995 and 1994 . . . . . . 6 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . 7 Consolidated Statement of Shareholders' Equity for the Six Months Ended June 30, 1995 . . . . . 8 Notes to Consolidated Financial Statements . . . . 9,10,11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . 12,13,14 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . 15 Item 6. Exhibits and Reports on Form 8-K . . . . . . 15 -3- SELAS CORPORATION OF AMERICA Consolidated Balance Sheets Assets June 30, December 31, 1995 1994 (Unaudited) (Audited) Current assets Cash, including cash equivalents of $2,310,000 in 1995 and $4,497,000 in 1994 . . . . . . . . . . . . . . . . . . $ 5,899,622 $ 5,812,508 Accounts receivable (including unbilled receivables of $6,636,000 in 1995 and $1,695,000 in 1994 less allowance for doubtful accounts of $554,000 in 1995 and $513,000 in 1994) . . . . . . . . . 28,051,153 21,480,083 Inventories . . . . . . . . . . . . . . 8,810,140 8,210,027 Deferred income taxes . . . . . . . . . . 1,625,641 1,414,952 Other current assets . . . . . . . . . . . 909,602 1,189,942 Total current assets . . . . . . . . . 45,296,158 38,107,512 Investment in unconsolidated affiliates . . 1,041,031 1,705,080 Property, plant and equipment Land . . . . . . . . . . . . . . . . . . . 1,159,576 1,102,963 Buildings . . . . . . . . . . . . . . . . 11,874,454 11,332,798 Machinery and equipment . . . . . . . . . 16,198,665 15,162,425 29,232,695 27,598,186 Less: Accumulated depreciation . . . . . 12,501,630 11,291,064 Net property, plant and equipment . . . 16,731,065 16,307,122 Deferred pension cost. . . . . . . . . . . . 351,620 379,178 Note receivable . . . . . . . . . . . . . . 377,452 376,996 Excess of cost over net assets of acquired subsidiary, less accumulated amortization of $642,000 and $476,000 . . . . . . . . . 12,624,193 12,790,019 Other assets including patents, less amortization . . . . . . . . . . . . . . . 475,154 454,416 $76,896,673 $70,120,323 =========== =========== (See accompanying notes to the consolidated financial statements) -4- SELAS CORPORATION OF AMERICA Consolidated Balance Sheets Liabilities and Shareholders' Equity June 30, December 31, 1995 1994 (Unaudited) (Audited) Current liabilities Notes payable . . . . . . . . . . . . . . $ 4,288,646 $ -- Current maturities of long-term debt . . . 1,914,050 2,389,664 Accounts payable . . . . . . . . . . . . . 11,888,203 10,563,966 Federal, state and foreign income taxes . . 514,746 446,624 Customers' advance payments on contracts . 1,359,035 761,792 Guarantee obligations and estimated future costs of service . . . . . . . . . . . . 1,471,877 1,156,296 Other accrued liabilities . . . . . . . . . 5,168,345 4,853,978 Total current liabilities . . . . . . . 26,604,902 20,172,320 Long-term debt . . . . . . . . . . . . . 10,436,935 11,136,028 Pension plan obligation . . . . . . . . . . . 464,242 491,800 Other postretirement benefit obligations . . 3,998,502 3,939,303 Deferred income taxes . . . . . . . . . . . . 1,252,045 1,282,959 Contingencies and commitments Shareholders' equity Common shares, $1 par; 10,000,000 shares authorized; 3,702,426 and 3,697,426 shares issued, respectively . . . . . . . 3,702,426 3,697,426 Additional paid-in capital . . . . . . . . 13,512,005 13,484,640 Retained earnings . . . . . . . . . . . . . 15,605,510 14,886,035 Foreign currency translation adjustment . . 1,814,666 1,524,372 Minimum pension liability adjustment . . . (112,623) (112,623) Less: 242,376 common shares held in treasury, at cost . . . . . . . . . . . . (381,937) (381,937) Total shareholders' equity . . . . . . 34,140,047 33,097,913 $76,896,673 $70,120,323 =========== =========== (See accompanying notes to the consolidated financial statements) -5- SELAS CORPORATION OF AMERICA Consolidated Statements of Operations (Unaudited) Three Months Ended June 30, June 30, 1995 1994 Sales, net $16,974,176 $18,314,280 Operating costs and expenses Cost of sales 12,370,918 12,417,146 Selling, general and administrative expenses 3,867,743 3,621,466 Operating income 735,515 2,275,668 Interest (expense) (340,053) (294,711) Interest income 77,284 62,169 Other income (expense), net (201,080) (141,354) Income before income taxes 271,666 1,901,772 Income taxes 335,209 806,729 Net income (loss) $ (63,543) $ 1,095,043 =========== =========== Earnings (loss) per common and common equivalent share $(0.02) $ 0.32 =========== =========== Weighted average common shares outstanding 3,460,000 3,453,000 (See accompanying notes to the consolidated financial statements) -6- SELAS CORPORATION OF AMERICA Consolidated Statements of Operations (Unaudited) Six Months Ended June 30, June 30, 1995 1994 Sales, net $38,445,681 $40,400,318 Operating costs and expenses Cost of sales 28,313,597 29,313,459 Selling, general and administrative expenses 7,595,662 7,181,355 Operating income 2,536,422 3,905,504 Interest (expense) (621,373) (642,480) Interest income 153,168 115,239 Other income (expense), net (61,620) (78,323) Income before income taxes 2,006,597 3,299,940 Income taxes 906,517 1,313,991 Net income $ 1,100,080 $ 1,985,949 =========== =========== Earnings per common and common equivalent share $ 0.32 $ 0.58 =========== =========== Weighted average common shares outstanding 3,459,000 3,453,000 (See accompanying notes to the consolidated financial statements) -7- SELAS CORPORATION OF AMERICA Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, June 30, 1995 1994 Cash flows from operating activities: Net income . . . . . . . . . . . . . . . . . . . . $ 1,100,080 $ 1,985,949 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization . . . . . . . . 1,369,151 1,441,278 Equity in (income) of unconsolidated affiliates . . . . . . . . . . . . . . . . . (1,964) (14,238) (Gain) on sale of equity in unconsolidated affiliate . . . . . . . . . . . . . . . . . (147,878) -- (Gain) loss on sale of property and equipment. (2,698) 9,506 Deferred taxes . . . . . . . . . . . . . . . . (218,307) (139,019) Changes in operating assets and liabilities: (Increase) in accounts receivable . . . . . (4,091,375) (2,661,242) (Increase) in inventories . . . . . . . . . (610,691) (375,941) (Increase) decrease in other assets . . . . 222,464 (573,287) Increase (decrease) in accounts payable. . (396,275) 4,035,245 Increase in accrued expenses . . . . . . . 487,010 955,016 Increase in customer advances . . . . . . 548,930 61,551 Increase in other liabilities . . . . . . 22,898 26,125 Net cash provided (used) by operating activities . . . . . . . . . . . . . (1,718,655) 4,750,943 Cash flows from investing activities: Purchases of property, plant and equipment . . . . (1,031,196) (1,081,336) Proceeds from sale of property and equipment . . . 35,465 24,032 Investment in subsidiary . . . . . . . . . . . . . -- (12,832) Proceeds from sale of equity in affiliate . . . . 269,048 -- Receipt of dividend from unconsolidated affiliate. -- 34,538 Net cash (used) by investing activities. . . . . . . . . . . . . . . (726,683) (1,035,598) Cash flows from financing activities: Proceeds from short-term bank borrowings . . . . . 4,140,448 59,059 Repayments of short-term bank borrowings . . . . . -- (3,027,636) Proceeds from long-term debt . . . . . . . . . . . -- 1,100,000 Repayments of long-term debt . . . . . . . . . . . (1,447,268) (932,810) Proceeds from exercise of stock options . . . . . 28,281 113,125 Payment of dividends . . . . . . . . . . . . . . . (380,605) (345,305) Net cash provided (used) by financing activities . . . . . . . . . . . . . . 2,340,856 (3,033,567) Effect of exchange rate changes on cash . . . . . . 191,596 107,754 Net increase in cash and cash equivalents . . . . . 87,114 789,532 Cash and cash equivalents beginning of period . . . 5,812,508 7,147,358 Cash and cash equivalents end of period . . . . . . $ 5,899,622 $ 7,936,890 =========== =========== (See accompanying notes to the consolidated financial statements) -8- SELAS CORPORATION OF AMERICA Consolidated Statement of Shareholders' Equity Six Months Ended June 30, 1995 (Unaudited) Common Stock Additional Number of Paid-In Shares Amount Capital Balance, January 1, 1995 3,697,426 $3,697,426 $13,484,640 Net income Exercise of 5,000 stock options 5,000 5,000 27,365 Cash dividends paid ($.055 per share) Translation gain Balance, June 30, 1995 3,702,426 $3,702,426 $13,512,005 ========= ========== =========== Foreign Minimum Currency Pension Retained Translation Liability Earnings Adjustment Adjustment Balance, January 1, 1995 $14,886,035 $ 1,524,372 $(112,623) Net income 1,100,080 Exercise of 5,000 stock options Cash dividends paid ($.055 per share) (380,605) Translation gain 290,294 Balance, June 30, 1995 $15,605,510 $1,814,666 $(112,623) =========== ========== ========= Total Treasury Shareholders' Stock Equity Balance, January 1, 1995 $(381,937) $33,097,913 Net income 1,100,080 Exercise of 5,000 stock options 32,365 Cash dividends paid ($.055 per share) (380,605) Translation gain 290,294 Balance, June 30, 1995 $(381,937) $34,140,047 ========= =========== (See accompanying notes to the consolidated financial statements) -9- SELAS CORPORATION OF AMERICA PART I - FINANCIAL INFORMATION ITEM 1. Notes to Consolidated Financial Statements (Unaudited) 1. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly Selas Corporation of America's consolidated financial position as of June 30, 1995 and December 31, 1994, and the consolidated results of its operations for the three and six months ended June 30, 1995 and 1994 and consolidated cash flows and shareholders' equity for the six months then ended. 2. The accounting policies followed by the Company are set forth in Note 1 to the Company's financial statements in the 1994 Selas Corporation of America Annual Report. 3. Restructuring Costs In June 1995, the Company recorded the financial impact of a restructuring plan designed to increase the profitability of the heat processing segment in the future by scaling back certain operations in France and Germany. Restructuring costs of $365,000 ($285,000 after taxes) represent payments already made of $125,000 and provisions for severance related costs of $240,000 for the elimination of 11 employees. This represents a reduction of approximately 10% of the heat processing segment's European workforce. 4. Inventories consist of the following: June 30, December 31, 1995 1994 Raw material $2,573,208 $2,281,342 Work-in-process 2,205,706 2,200,579 Finished products and components 4,031,226 3,728,106 Total $8,810,140 $8,210,027 ========== ========== 5. Income Taxes Consolidated income taxes for the six month periods ended June 30, 1995 and 1994 are $907,000 and $1,314,000, which result in effective tax rates of 45.2% and 39.8%, respectively. The rate of tax in relation to pre-tax income in 1995 has been impacted by the settlement of a tax issue at one of the Company's European subsidiaries in the amount of approximately $139,000. -10- SELAS CORPORATION OF AMERICA PART I - FINANCIAL INFORMATION ITEM 1. Notes to Consolidated Financial Statements (Unaudited)- (Continued) 6. Legal Proceedings The Company is a defendant along with a number of other parties in approximately 210 lawsuits as of December 31, 1994 (650 as of December 31, 1993) alleging that plaintiffs have or may have contracted asbestos-related diseases as a result of exposure to asbestos products or equipment containing asbestos sold by one or more named defendants. Due to the noninformative nature of the complaints, the Company does not know whether any of the complaints state valid claims against the Company. The Company is also one of approximately 500 defendants in a class action on behalf of approximately 2700 present or former employees of a Texas steel mill alleging that products supplied by the defendants created a poisoned atmosphere that caused unspecified physical harm. These cases are being defended by one or more of the Company's insurance carriers presently known to be "at risk". Through October 1993, the legal costs of defense of the asbestos and steel mill cases were shared among the insurance carriers (92%) and the Company (8%). The lead insurance carrier settled a number of the cases in 1993 and requested that the Company pay a portion of the settlement amount. The Company declined to do so because no such payment is required by the express terms of the policies. The lead carrier then purported in October 1993 to abrogate the arrangement under which the defense costs had been shared, and the Company responded by tendering all of the cases to the lead carrier and demanding that the lead carrier honor its obligations under its policies to pay 100% of the costs of defense and 100% of all settlements and judgments up to the policy limits. The lead carrier has settled approximately 450 claims in 1994 with no request for the Company to participate in any settlement. Management is of the opinion that the disposition of these lawsuits 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 will not materially affect the Company's consolidated financial position or results of operation. -11- SELAS CORPORATION OF AMERICA Part I - FINANCIAL INFORMATION ITEM 1. Notes to Consolidated Financial Statements (Unaudited)- (Continued) 7. Statements of Cash Flows Supplemental disclosures of cash flow information: Six Months Ended June 30, June 30, 1995 1994 Interest received . . . . . . . $ 131,342 $ 111,867 Interest paid . . . . . . . . . $ 514,091 $ 735,424 Income taxes paid . . . . . . . $1,086,801 $ 459,302 8. Accounts Receivable At June 30, 1995, the Company had $1,611,863 of trade accounts receivable due from the major U.S. automotive manufacturers and $2,481,778 of trade accounts receivable due from hearing aid manufacturers. The Company also had $14,654,332 in receivables from long-term contracts for customers in the steel industry in North America, Europe and Asia. 9. Earnings Per Common and Common Equivalent Share Earnings per common and common equivalent share are computed based on the weighted average number of shares outstanding each quarter, giving effect to the exercise of outstanding stock options, where dilutive. -12- 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 decreased to $17 million and $38.4 million for the three and six months ended June 30, 1995 compared to $18.3 million and $40.4 million for the three and six months ended June 30, 1994. Net sales of the Company's heat processing segment for the three and six months ended June 30, 1995 were $7.2 million and $18.2 million compared to $8.2 million and $20.8 million for the same periods in 1994. The lower sales of this business segment is due to a decline in orders for large engineered systems contracts. Sales and earnings of large engineered systems contracts are recognized on the percentage-of- completion method. Such contracts generally require more than twelve months to complete. Due to two recent large engineered systems orders, consolidated backlog at June 30, 1995 for the heat processing segment increased to $26 million compared to $17.2 million at June 30, 1994. Net sales for the precision electromechanical and plastic components segment increased to $6.3 million and $12.2 million for the three and six month periods ended June 30, 1995 compared to $6.0 million and $11.4 million for the same periods in 1994. The improved sales are due to higher sales to the hearing aid industry. Net sales for the tire holders, lifts and related products segment decreased to $3.5 million and $8 million for the three and six months ended June 30, 1995 compared to $4.2 million and $8.2 million for the three and six month periods ended June 30, 1994. Lower sales for the three and six month periods were due to the loss of the contract to provide tire lifts for the Chrysler mini-van line. The Company's consolidated gross profit margin decreased to 27.1% and 26.4% for the three and six month periods ended June 30, 1995 compared to 32.2% and 27.4% for the same periods in 1994. Gross profit margins for the Company's heat processing segment were 24.3% and 23.9% for the three and six months ended June 30, 1995 compared to 35% and 26.4% for the same periods in 1994. The lower gross profit for the three and six months of 1995 compared to 1994 is due to the strong gross profit for the three months ended June 30, 1994 which was impacted by improved profitability of two large engineered contracts, along with changes in product mix. Heat processing gross profit margins vary markedly from contract to contract depending on customer specifications and other conditions related to the contract. Gross profit margins for the precision electromechanical and plastic components segment were 37.4% and 35.4% for the three and six months ended June 30, 1995 compared to 36.4% and 35% for the same periods in 1994. The higher profit margins are due to lower production costs due to productivity improvements. The gross profit margins of the Company's tire holders, lifts and related products segment declined to 14.4% and 18.1% for the three and six month periods ended June 30, 1995 compared to 20.6% and 19.7% for the same periods in 1994. The lower gross profit margins are the result of higher costs which the Company was unable to pass on to its automotive customers along with the loss of the Chrysler mini-van contract. -13- SELAS CORPORATION OF AMERICA PART I - FINANCIAL INFORMATION ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Selling, general and administrative expenses increased to $3,868,000 and $7,595,000 for the three and six months ended June 30, 1995 compared to $3,621,000 and $7,181,000 for the same periods in 1994. The principal cause for the increase in the quarter and year-to-date was a restructuring charge of $365,000 in Europe for the severance costs associated with the reduction of staff in France and Germany. Interest income for the three and six months ended June 30, 1995 increased to $77,000 and $153,000, compared to $62,000 and $115,000 for the same periods last year due to higher interest rates and additional funds available for short-term investment. Interest expense for the three and six month periods ended June 30, 1995 was $340,000 and $621,000 compared to $295,000 and $642,000 for the same periods ended last year. The increase in interest expense for the current quarter is due to additional short-term borrowings in Europe. Other income (expense) includes losses on foreign exchange of $154,000 and $139,000 for the three and six months ended June 30, 1995 compared to a loss of $70,000 for the three months ended June 30, 1994 and a gain of 10,000 for the six months ended June 30, 1994. Consolidated income taxes for the six month periods ended June 30, 1995 and 1994 are $907,000 and $1,314,000, which result in effective tax rates of 45.2% and 39.8%, respectively. The rate of tax in relation to pre-tax income in 1995 has been impacted by the settlement of a tax issue at one of the Company's European subsidiaries in the amount of approximately $139,000. Consolidated net income (loss) for the three and six month period ended June 30, 1995 was $(64,000) and $1,100,000 compared to $1,095,000 and $1,986,000 for the same periods in 1994. The current year and quarter were unfavorably impacted by a restructuring charge of $365,000 ($285,000 net of tax), an unfavorable tax settlement in Germany of $139,000 and foreign exchange loss of $154,000. Also impacting the current quarter and year-to-date were lower sales and earnings in the heat processing segment due to a decline in orders and lower tire holders, lifts and related product segment sales and earnings due to the loss of the Chrysler mini-van contract. Liquidity and Capital Resources Consolidated net working capital increased to $18.7 million at June 30, 1995 from $17.9 million at December 31, 1994. The improvement in working capital is due primarily to the six month net earnings of $1.1 million partially offset by dividend payments. The largest changes in the components of working -14- SELAS CORPORATION OF AMERICA PART I - FINANCIAL INFORMATION ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) capital were increase in receivables of $6 million, increase in current liabilities of $6.4 million and $.6 million increase in inventories for the six month period ended June 30, 1995 compared to December 31, 1994. These increases are consistent with the billing terms on the large engineered systems contracts. 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 1995. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121 "Accounting for the Impairment of Long- Lived Assets and for Long-Lived Assets to be Disposed Of" (Statement No. 121). The provisions of Statement No. 121 is effective for the Company for years beginning after December 15, 1995. Management believes that Statement 121 will have no impact on the Consolidated Financial Statements of the Company. -15- SELAS CORPORATION OF AMERICA PART II - OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders The 1995 Annual Meeting of Shareholders of the Company was held on April 18, 1995. At the 1995 Annual Meeting: (i) Messrs. Francis J. Dunleavy and Stephen F. Ryan were re-elected to the Board of Directors of the Company for terms expiring at the 1998 Annual Meeting. In such election, 2,794,280 votes were cast for Mr. Dunleavy and 2,877,030 votes were cast for Mr. Ryan. Under Pennsylvania law, votes cannot be cast against a candidate. Proxies filed at the 1995 Annual Meeting by the holders of 214,630 shares withheld authority to vote for Mr. Dunleavy and those filed by the holders of 214,630 shares withheld authority to vote for Mr. Ryan. No "broker nonvotes" were received at the 1995 Annual Meeting with respect to the election of directors; (ii) 3,058,172 shares were voted in favor of ratifying the appointment of KPMG Peat Marwick as the Company's auditors for 1995 and 25,628 shares were voted against such proposal. Proxies filed at the 1995 Annual Meeting by the holders of 8,310 shares instructed the proxy holders to abstain from voting on such proposal. No "broker nonvotes" were received at the 1995 Annual Meeting with respect to this proposal. ITEM 6. Exhibits and Reports on Form 8-K (a) Reports on Form 8-K - There were no reports on Form 8-K filed for the six months ended June 30, 1995. -16- SELAS CORPORATION OF AMERICA SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SELAS CORPORATION OF AMERICA (Registrant) Date: August 11, 1995 Robert W. Ross Vice President and Chief Financial Officer -17- EX-27 2
5 This schedule contains summary financial information extracted from the financial statements of Selas Corporation of America for the six months ended JUNE 30, 1995 and is qualified in its entirety by reference to such financial statements. 1 U.S. DOLLARS 6-MOS DEC-31-1995 JAN-01-1995 JUN-30-1995 1. 5,899,622 0 28,605,547 554,394 8,810,140 45,296,158 29,232,695 12,501,630 76,896,673 26,604,902 10,436,935 3,702,426 0 0 30,437,621 76,896,673 38,445,681 38,445,681 28,313,597 28,313,597 0 6,000 621,373 2,006,597 906,517 1,100,080 0 0 0 1,100,080 0.32 .00
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