-----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, Q0ve5UMO4NJwrL/G9LmEijC1+W/slzpPJfjyH11ZYykkAcwn4jmhPC+W9mcY1Tb9 BrVlpdmIJHJv9Jz1v/FcYQ== 0000893220-07-002298.txt : 20070628 0000893220-07-002298.hdr.sgml : 20070628 20070628124914 ACCESSION NUMBER: 0000893220-07-002298 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070628 DATE AS OF CHANGE: 20070628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SL INDUSTRIES INC CENTRAL INDEX KEY: 0000089270 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 210682685 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04987 FILM NUMBER: 07945989 BUSINESS ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: SUITE A114 CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 8567271500 MAIL ADDRESS: STREET 1: 520 FELLOWSHIP ROAD STREET 2: SUITE A114 CITY: MT LAUREL STATE: NJ ZIP: 08054 FORMER COMPANY: FORMER CONFORMED NAME: SGL INDUSTRIES INC DATE OF NAME CHANGE: 19841008 FORMER COMPANY: FORMER CONFORMED NAME: GL INDUSTRIES INC DATE OF NAME CHANGE: 19710111 FORMER COMPANY: FORMER CONFORMED NAME: GL ELECTRONICS CO INC DATE OF NAME CHANGE: 19670928 11-K 1 w36605e11vk.txt FORM 11-K SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN UNITED STATES SECURITIES & EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal years ended December 31, 2006 and 2005 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-4987 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN 520 FELLOWSHIP ROAD, SUITE A-114 MT. LAUREL, NJ 08054 (Name & address of Principal Executive Offices of the issuer of the Securities) 21-0682685 (I.R.S. Employer Identification No.) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. SL INDUSTRIES, INC., SAVINGS AND PENSION PLAN Plan Administrator By: /s/ David R. Nuzzo ------------------------------------ David R. Nuzzo June 27, 2007 2 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
PAGES ----- Report of Independent Registered Public Accounting Firm for the Years Ended December 31, 2006 and 2005 4 Financial Statements: Statements of Net Assets Available for Benefits December 31, 2006 and 2005 5 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2006 and 2005 6 Notes to Financial Statements 7-12 Supplemental Schedule: Schedule H, Line 4i - Schedule of Assets Held at End of Year December 31, 2006 13 Exhibit Index 14 Consent of Independent Registered Public Accounting Firm 15
3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Plan Administrator SL Industries, Inc. Savings and Pension Plan Mount Laurel, New Jersey We have audited the accompanying statements of net assets available for benefits of the SL Industries, Inc. Savings and Pension Plan ("the Plan") as of December 31, 2006 and 2005, and the related statements of changes in net assets available for benefits for the years ended December 31, 2006 and 2005. These financial statements and the schedule referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board of the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits as of December 31, 2006 and 2005 and the changes in net assets available for benefits for the years ended December 31, 2006 and 2005, in conformity with accounting principles generally accepted in the United States of America. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the accompanying index is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Sobel & Co., LLC Livingston, New Jersey June 25, 2007 4 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, ------------------------- 2006 2005 ----------- ----------- INVESTMENTS $20,385,827 $20,153,765 ----------- ----------- RECEIVABLES Employer contributions 291,747 301,244 Participant contributions 70,739 79,559 ----------- ----------- TOTAL RECEIVABLES 362,486 380,803 ----------- ----------- CASH 32,952 53,226 ----------- ----------- LIABILITIES Operating payables 34,894 -- ----------- ----------- TOTAL LIABILITIES 34,894 -- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $20,746,371 $20,587,794 =========== ===========
The accompanying notes are an integral part of these financial statements. 5 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, ------------------------- 2006 2005 ----------- ----------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: INVESTMENT INCOME: Net appreciation in fair value of investments $ 792,790 $ 809,133 Net realized gain on sale of investments 113,628 76,581 Interest/dividends 1,174,869 769,318 CONTRIBUTIONS: Employer 613,857 652,472 Participant 1,031,032 1,070,925 Rollover 22,570 49,931 ----------- ----------- TOTAL ADDITIONS 3,748,746 3,428,360 ----------- ----------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 3,540,172 1,676,669 Administrative expenses 49,997 49,084 ----------- ----------- TOTAL DEDUCTIONS 3,590,169 1,726,473 ----------- ----------- NET INCREASE 158,577 1,701,887 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 20,587,794 18,885,907 ----------- ----------- End of year $20,746,371 $20,587,794 =========== ===========
The accompanying notes are an integral part of these financial statements. 6 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF PLAN SL Industries, Inc. Savings and Pension Plan (the "Plan"), originally adopted May 1, 1976, is a defined contribution savings and pension plan covering substantially all U.S. non-union employees of SL Industries, Inc.'s Corporate Office, Condor D.C. Power Supplies, Inc. and SL Montevideo Technology, Inc. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Participants should refer to the Summary Plan Description for more complete information with respect to the provisions of the Plan. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. INVESTMENTS As part of the Plan provisions, participants may invest in SL Industries, Inc. Common Stock ("Common Stock") and/or in various combinations of seventeen Fidelity Institutional Retirement Services Co., Inc. ("Fidelity") funds: Managed Income Portfolio, Puritan Fund, Growth and Income Portfolio, Low-Priced Stock Fund, Diversified International Fund, Mid-Cap Stock Fund, Freedom Income Fund, Freedom 2000 Fund, Freedom 2005 Fund, Freedom 2010 Fund, Freedom 2015 Fund, Freedom 2020 Fund, Freedom 2025 Fund, Freedom 2030 Fund, Freedom 2035 Fund, Fidelity Spartan U.S. Equity Index Fund and Fidelity U.S. Bond Index Fund. All income, gains or other amounts from any investment are reinvested in the same investment from which they are received. The amounts are then allocated, as appropriate, to each participant's account balance. The Managed Income Portfolio represents a deposit contract with Fidelity's Managed Income Fund. Contributions are maintained in pooled accounts. The account is credited with earnings on the underlying investments at various rates and charged for Plan withdrawals. The financial statements reflect the contract/market values as reported by Fidelity as of the Plan year-end. Employer matching contributions are invested solely in Common Stock of SL Industries, Inc. Until a participant is fully vested, the employer matching contribution credited to the participant's account cannot be liquidated. 7 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN NOTES TO FINANCIAL STATEMENTS 2. INVESTMENTS (continued) The remaining funds are Fidelity separate investment accounts and are carried at market value as reported by Fidelity as of the Plan year-end. The fair value of the SL Industries, Inc. Common Stock is based on the market price as quoted on the American Stock Exchange. The Plan presents in the statement of changes in net assets available for benefits the net appreciation in investments, which consists of the realized gains or losses and the unrealized appreciation or depreciation of those investments. Interest and dividend income are recorded as earned on an accrual basis. During 2006 and 2005, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $906,418 and $885,714 as follows:
2006 2005 -------- -------- Mutual funds $763,122 $382,118 Common stock 143,296 503,596 -------- -------- $906,418 $885,714 ======== ========
The following table represents investments that represent 5% or more of the Plan's net assets:
December 31, ----------------------- 2006 2005 ---------- ---------- Fidelity Managed Income Portfolio $3,381,341 $3,242,012 *SL Industries, Inc. Common Stock 2,905,711 3,757,385 Fidelity Growth and Income Portfolio 1,437,219 1,556,562 Fidelity Low Priced Stock Fund 2,398,439 2,594,708 Fidelity Mid-Cap Stock Fund 2,248,149 2,103,739 Spartan U.S. Equity Index Fund 1,539,654 1,525,309 Fidelity Freedom 2020 1,393,116 1,126,165 **Fidelity Puritan Fund 1,183,371 -- **Fidelity Diversified International Fund 1,222,599 --
* Participant directed and non-participant directed. ** Less than 5% of the Plan's net assets during 2005. 8 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN NOTES TO FINANCIAL STATEMENTS 2. INVESTMENTS (continued) Information about the significant components of the changes in net assets relating to the SL Industries, Inc. Common Stock, which is both a participant-directed and a nonparticipant-directed investment option, is as follows for the years ended December 31:
2006 2005 --------- --------- Changes in net assets: Contributions $ 392,826 $ 415,369 Net appreciation 143,296 503,596 Benefits paid to participants (755,410) (112,615) Transfer/loan activity (632,386) (334,468) --------- --------- Net changes $(851,674) $ 471,882 ========= =========
CONTRIBUTIONS ELECTIVE CONTRIBUTIONS Employees' contributions are based upon authorized payroll withholdings. Participants may make elective deferrals up to an annual maximum of the lesser of 20% of their annual compensation, as defined by the Plan, or $15,000 and $14,000 in the calendar years 2006 and 2005, respectively, and thereafter as adjusted by the Secretary of the Treasury. Additionally, eligible participants may elect to defer "catch-up" contributions. MATCHING EMPLOYER CONTRIBUTIONS The employer's match is fifty percent (50%) of the participant's elective deferrals, not to exceed six percent (6%) of the participant's compensation. Matching employer contributions have been contributed solely in the Common Stock of SL Industries, Inc. PROFIT SHARING CONTRIBUTIONS A profit sharing contribution can be made annually to all Plan participants who have earned at least 1,000 hours of service during the Plan year and are employed on the last day of the Plan year, with the exception of participants who are disabled, die or retire. This is a discretionary contribution determined by resolution of the Board of Directors. Profit sharing contributions are invested in accordance with the election of each participant. 9 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN NOTES TO FINANCIAL STATEMENTS 2. INVESTMENTS (continued) BENEFITS At the time of separation, the vested portion of a participant's account represents the participant's accumulated benefit. If a participant's account balance is less than $1,000, a lump sum distribution will be made regardless of whether the participant requests a distribution. A participant who has an account balance of $1,000 or greater may elect to: (1) continue to invest their accumulated benefit in the Plan until their normal retirement date; (2) purchase a qualified joint and survivor annuity; (3) receive payment in one lump sum; or (4) have any portion paid directly to an eligible retirement plan specified by the distributee in a direct rollover. At the retirement date, a participant may elect to receive their retirement benefit in one lump sum payment, in various types of installments, or in the form of a qualified joint and survivor annuity. The amount of the benefit payment depends on the value of the participant's account and the retirement benefit option the participant elects. VESTING Participants become immediately vested in their elective deferral contributions plus actual earnings and their employer's profit sharing contributions. Employer matching contributions become vested as follows:
Percentage Years of Service Vested ---------------- ---------- Five years or more 100% Four years or more, but less than five years 80% Three years or more, but less than four years 60% Two years or more, but less than three years 40% One year or more, but less than two years 20% Less than one year 0%
In determining years of service for vesting, the Plan considers service from the participant's date of hire. Only whole years of service will be counted for vesting purposes. The non-vested portion of a participant's account, if any, will be forfeited in accordance with the provisions of the Plan. Forfeitures are used to pay plan administrative expenses and management fees. INTEREST INCOME For financial statement purposes, interest and dividend income includes amounts earned on investments and participant loans. For purposes of reporting on Form 5500, interest and dividend income only includes amounts earned on participant loans. 10 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN NOTES TO FINANCIAL STATEMENTS 2. INVESTMENTS (continued) PARTICIPANT LOANS The Plan makes loans to a participant, using the participant's account balance as collateral. The minimum loan amount is $1,000 and may not exceed the lesser of $50,000 or one-half of the participant's vested account balance. Loans bear interest at an interest rate as determined by the Plan Administrator based upon the prevailing rates of interest charged by persons in the business of lending money. The interest rates on the participant loans receivable as of December 31, 2006 and December 31, 2005 range from 5.25% to 9.25%. The term of any loan to a participant shall be no greater than five years, except in the case of a loan to acquire a dwelling unit that is considered a principal residence, in which case the term is 10 years. 3. PLAN TERMINATION While SL Industries, Inc. has not expressed any intent to do so, it may terminate the Plan at any time, subject to the penalties set forth in ERISA, as amended. In the event of such Plan termination, participants will become 100% vested in their accounts. 4. ADMINISTRATIVE EXPENSES Administrative expenses and asset management fees of the Plan may be paid by SL Industries, Inc. at their discretion. Total Plan administrative expenses paid for the years ended December 31, 2006 and 2005 were $49,997 and $49,804, respectively. 5. TAX STATUS The Internal Revenue Service has issued a favorable determination letter, dated June 9, 2005, stating that the Plan meets the requirements for qualification pursuant to Section 401(a) of the Internal Revenue Code (the "Code") and that the Plan is exempt from federal income taxes under Section 501(a) of the Code. 6. PLAN AMENDMENTS Effective January 1, 2006 the Plan was amended to require distributions of amounts less than $1,000, upon separation of employment. Previously the requirement was $5,000. The Plan obtained its latest determination letter on June 9, 2005, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan Administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. 11 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN NOTES TO FINANCIAL STATEMENTS 7. PENSION PROTECTION ACT OF 2006 On August 17, 2006, the Pension Protection Act (the "Act") of 2006 was signed. The Act may require the Company to change the way the Plan is designed and administered, requiring Plan amendments and make additional disclosures to regulatory agencies and participants. Provisions of the Act will be phased in starting in 2007. 8. SUBSEQUENT EVENTS During the year ended December 31, 2005, SL Industries and affiliates maintained three separate retirement plans. During the year ended December 31, 2006, SL Industries and affiliates maintained five separate retirement plans. On January 2, 2007, the plans covering Teal Electronics Corporation, Ault Incorporated, and RFL Electronics Incorporated were merged into the Plan. On May 1, 2007, the pension plan covering employees of MTE Corporation was merged into the Plan. 12 SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN EIN: 21-0682685 PLAN NUMBER 001 FORM 5500, SCHEDULE H, LINE 4 i SCHEDULE OF ASSETS HELD AT END OF YEAR DECEMBER 31, 2006
(E) (B) (C) (D) CURRENT (A) IDENTITY OF ISSUE DESCRIPTION COST VALUE - --- ----------------- ----------- ----------- ----------- COMMON STOCK * SL Industries, Inc. Common stock $ 1,844,206 $ 2,905,711 COMMON TRUST FUND Fidelity Institutional Retirement Services Co., Inc. Managed Income Portfolio 3,381,341 3,381,341 Fidelity Institutional Retirement Services Co., Inc. Fidelity Puritan Fund 1,117,329 1,183,371 Fidelity Institutional Retirement Services Co., Inc. Fidelity Growth and Income Portfolio 1,680,505 1,437,219 Fidelity Institutional Retirement Services Co., Inc. Fidelity Low-Priced Stock Fund 1,805,616 2,398,439 Fidelity Institutional Retirement Services Co., Inc. Fidelity Diversified Int'l. Fund 978,633 1,222,599 Fidelity Institutional Retirement Services Co., Inc. Fidelity Mid-Cap Stock Fund 1,735,260 2,248,149 Fidelity Institutional Retirement Services Co., Inc. Fidelity Freedom Income Fund 55,082 56,851 Fidelity Institutional Retirement Services Co., Inc. Fidelity Freedom 2000 Fund 207,564 212,933 Fidelity Institutional Retirement Services Co., Inc. Fidelity Freedom 2005 Fund 51,245 52,065 Fidelity Institutional Retirement Services Co., Inc. Fidelity Freedom 2010 Fund 346,988 376,428 Fidelity Institutional Retirement Services Co., Inc Fidelity Freedom 2015 Fund 11,129 12,023 Fidelity Institutional Retirement Services Co., Inc. Fidelity Freedom 2020 Fund 1,265,831 1,393,116 Fidelity Institutional Retirement Services Co., Inc Fidelity Freedom 2025 Fund 102,376 107,819 Fidelity Institutional Retirement Services Co., Inc. Fidelity Freedom 2030 Fund 686,261 801,216 Fidelity Institutional Retirement Services Co., Inc Fidelity Freedom 2035 Fund 36,177 38,165 Fidelity Institutional Retirement Services Co., Inc. Fidelity Spartan US Equity Index Fund 1,278,771 1,539,654 Fidelity Institutional Retirement Services Co., Inc. Fidelity US Bond Index Fund 440,796 436,867 * Participant Loans Receivable Loans, ranging 1-10 years maturity With interest rates of 5.25%-9.25% -- 581,861 ----------- ----------- $17,025,110 $20,385,827 =========== ===========
* A party-in-interest as defined by ERISA 13 Exhibit Index
Number Description - ------ ----------- 23.1 Consent of Independent Registered Public Accounting Firm, Sobel & Co., LLC for the year ended December 31, 2006.
14 EX-23.1 2 w36605exv23w1.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 23.1 As an independent registered public accounting firm, we hereby consent to the incorporation of our report dated June 25, 2007 included in this Form 11-K into the Company's previously filed Registration Statement File No. 33-31805 on Form S-8. /s/ Sobel & Co., LLC Livingston, New Jersey June 25, 2007 15 -----END PRIVACY-ENHANCED MESSAGE-----