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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
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: 0-11676
BEL FUSE INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1463699
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
198 Van Vorst Street
Jersey City, New Jersey 07302
(Address of principal executive offices)
(Zip Code)
201-432-0463
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
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.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
At November 1, 1996, there were 5,070,195 shares of Common Stock, $.10 par
value, outstanding.
BEL FUSE INC.
INDEX
Page Number
-----------
Part I. Financial Information
Item 1. Financial Statements 1
Consolidated Balance Sheets as of September 30,
1996 (unaudited) and December 31, 1995 2 - 3
Consolidated Statements of Operations for the Nine
and Three Months Ended September 30, 1996 and 1995
(unaudited) 4
Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 1996 and 1995
(unaudited) 5 - 6
Notes to Consolidated Financial Statements
(unaudited) 7 - 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9 - 12
Part II. Other Information
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
PART I. Financial Information
Item 1. Financial Statements
--------------------
Certain information and footnote disclosures required under generally
accepted accounting principles have been condensed or omitted from the following
consolidated financial statements pursuant to the rules and regulations of the
Securities and Exchange Commission. It is suggested that the following
consolidated financial statements be read in conjunction with the year-end
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.
The results of operations for the nine month period ended September 30,
1996, are not necessarily indicative of the results to be expected for the
entire fiscal year or for any other period.
-1-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, December 31,
1996 1995
----------- -----------
Current Assets:
Cash and cash equivalents $21,373,843 $ 8,343,925
Marketable securities 2,002,036 5,556,740
Accounts receivable, less allowance
for doubtful accounts of $155,000 9,781,200 11,705,344
Inventories 8,585,970 10,799,731
Prepaid expenses and other current
assets 492,360 239,511
----------- -----------
Total Current Assets 42,235,409 36,645,251
Property, plant and equipment - net 26,188,294 26,662,351
Other assets 1,035,954 1,168,072
----------- -----------
TOTAL ASSETS $69,459,657 $64,475,674
=========== ===========
(Continued)
See notes to consolidated financial statements.
-2-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
1996 1995
----------- -----------
Current Liabilities:
Accounts payable $ 2,068,613 $ 3,374,433
Accrued expenses 4,782,679 4,049,366
Income taxes payable 1,010,334 539,924
Deferred income taxes - 38,000
----------- -----------
Total Current Liabilities 7,861,626 8,001,723
Deferred income taxes 350,000 584,000
----------- -----------
Total Liabilities 8,211,626 8,585,723
----------- -----------
Stockholders' Equity:
Preferred stock, no par value -
authorized 1,000,000 shares;
none issued - -
Common stock, par value $.10 per
share - authorized 10,000,000
shares; outstanding 5,070,195 and
5,051,445 shares 507,020 505,145
Additional paid-in capital 6,974,587 6,811,900
Retained earnings 53,766,424 48,115,306
Net unrealized gain on marketable
securities - 457,600
----------- -----------
Total Stockholders' Equity 61,248,031 55,889,951
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $69,459,657 $64,475,674
=========== ===========
See notes to consolidated financial statements.
-3-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended Three Months Ended
--------------------------- ---------------------------
September 30, September 30,
--------------------------- ---------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
Sales $47,832,403 $51,527,885 $14,426,471 $17,567,632
----------- ----------- ----------- -----------
Costs and Expenses:
Cost of sales 33,984,034 37,617,231 10,620,540 12,589,829
Selling, general and administrative
expenses 8,472,248 9,047,109 2,772,584 3,276,672
----------- ----------- ----------- -----------
42,456,282 46,664,340 13,393,124 15,866,501
----------- ----------- ----------- -----------
Income from operations 5,376,121 4,863,545 1,033,347 1,701,131
Other income - net 1,691,570 847,311 237,942 732,307
Interest (expense) (1,573) (3,849) (353) (738)
----------- ----------- ----------- -----------
Earnings before income taxes 7,066,118 5,707,007 1,270,936 2,432,700
Income tax provision 1,415,000 757,000 39,000 453,000
----------- ----------- ----------- -----------
Net earnings $ 5,651,118 $ 4,950,007 $ 1,231,936 $ 1,979,700
=========== =========== =========== ===========
Earnings per common share $1.12 $.99 $.24 $.39
===== ==== ==== ====
Weighted average number of common
shares outstanding 5,061,564 4,997,173 5,070,195 5,028,415
=========== =========== =========== ===========
See notes to consolidated financial statements.
-4-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
1996 1995
----------- -----------
Cash flows from operating activities:
Net income $ 5,651,118 $ 4,950,007
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 2,149,570 2,023,331
Deferred income taxes (272,000) 255,000
Bad debt reserve - 12,000
Inventory obsolescence reserve 450,000 270,000
Loss on disposition of equipment - 111,000
Tax effect of non-qualifying
disposition of incentive stock
options 42,000 116,000
Net (gain) on sale of marketable
securities (1,158,957) (565,490)
Changes in operating assets and
liabilities 3,387,153 (2,219,024)
----------- -----------
Net Cash Provided by Operating
Activities 10,248,884 4,952,824
----------- -----------
Cash flows from investing activities:
Purchase of property, plant and
equipment (1,659,339) (6,653,591)
Purchase of marketable securities (2,002,786) -
Proceeds from sale of marketable
securities 6,258,847 3,265,361
Proceeds from repayment by contractor 61,750 21,750
----------- -----------
Net Cash Provided by (Used in)
Investing Activities 2,658,472 (3,366,480)
----------- -----------
Cash flows from financing activities:
Proceeds from exercise of stock options 122,562 299,662
Repayment of borrowings - (300,000)
----------- -----------
Net Cash Provided by (used in)
Financing Activities 122,562 (338)
----------- -----------
Net Increase in Cash 13,029,918 1,586,006
Cash and Cash Equivalents -
beginning of period 8,343,925 2,842,894
----------- -----------
Cash and Cash Equivalents -
end of period $21,373,843 $ 4,428,900
=========== ===========
(Continued)
See notes to consolidated financial statements.
-5-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
Nine Months Ended
---------------------------
September 30,
---------------------------
1996 1995
----------- -----------
Changes in operating assets and
liabilities consist of:
Decrease (increase) in accounts
receivable $ 1,924,144 $(3,392,210)
Decrease (increase) in inventories 1,763,761 (2,003,587)
(Increase) decrease in prepaid
expenses and other current assets (314,599) 606,321
Decrease in other assets 115,944 85,553
Increase (decrease) in accounts
payable (1,305,820) 486,234
Increase in accrued expenses 733,313 1,717,672
Increase in income taxes payable 470,410 280,993
----------- -----------
$ 3,387,153 $(2,219,024)
=========== ===========
Supplementary information:
Cash paid during the period for:
Interest $ 1,573 $ 3,849
=========== ===========
Income taxes $ 778,775 $ 33,000
=========== ===========
Supplemental disclosures of non-cash
activities:
Unrealized gains (losses) on
marketable securities $ (457,600) $ 1,300,188
=========== ===========
Investment advisory fee $ - $ 322,000
=========== ===========
See notes to consolidated financial statements.
-6-
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. The consolidated balance sheet as of September 30, 1996, and the consolidated
statements of operations and cash flows for the nine months ended September 30,
1996 and 1995 have been prepared by the Company and are unaudited. In the
opinion of management, all adjustments (consisting solely of normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows for all periods presented have been made. Certain
items in the September 30, 1995 financial statements have been reclassified to
conform to September 30, 1996 classifications. The information for December 31,
1995 was derived from audited financial statements.
2. Earnings Per Share - Earnings per common share are computed using the
weighted average number of common shares outstanding during the period. The
dilutive effect of outstanding options at September 30, 1996 and 1995 was not
material.
3. In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation", which is effective for the Company beginning January 1, 1996.
SFAS No. 123 requires expanded disclosures of stock-based compensation
arrangements with employees in Notes to Annual Financial Statements and
encourages (but does not require) compensation cost to be measured based on the
fair value of the equity instrument awarded. Companies are permitted, however,
to continue to apply APB Opinion No. 25, which recognizes compensation cost
based on the intrinsic value of the equity instrument awarded. The Company will
continue to apply APB Opinion No. 25 to its stock based compensation awards to
employees and will disclose the required pro forma effect on net income and
earnings per share in notes to its annual financial statements.
4. Inventories consist of the following:
September 30, 1996 December 31, 1995
------------------ -----------------
Raw materials $ 5,621,444 $ 7,059,330
Work-in-process 73,759 191,518
Finished goods 2,890,767 3,548,883
----------- -----------
$ 8,585,970 $10,799,731
=========== ===========
-7-
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
5. Property, plant and equipment consists of the following:
September 30, 1996 December 31, 1995
------------------ -----------------
Land $ 835,218 $ 835,218
Buildings and improvements 13,579,480 13,481,550
Machinery and equipment 31,941,048 30,379,639
Idle property held for sale 935,000 935,000
----------- -----------
47,290,746 45,631,407
Less accumulated
depreciation and
amortization 21,102,452 18,969,056
----------- -----------
Net property, plant and
equipment $26,188,294 $26,662,351
=========== ===========
6. INCOME TAXES
Financial Accounting Standards Board Statement No. 109, "Accounting for
Income Taxes" (SFAS 109), provides for the recognition of deferred assets
subject to a valuation allowance. At December 31, 1994, the Company established
a valuation allowance equal to the full amount of the tax effect of the net
operating loss carryforward. For the nine months ended September 30, 1995, the
Company recognized $286,000, as a reduction of United States and Far East tax
expense.
-8-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
- -------------
a. Results of Operations
---------------------
The following table sets forth, for the periods indicated, the percentage
relationship to net sales of certain items included in the Company's
consolidated statements of operations.
Percentage of Net Sales
--------------------------------------------------
Nine Months Ended Three Months Ended
September 30, September 30,
1996 1995 1996 1995
---------- ---------- ---------- -------
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 71.0 73.0 73.6 71.7
Selling, general and
administrative expenses 17.7 17.5 19.2 18.7
Other income, net of
interest expense 3.5 1.6 1.6 4.2
Earnings before income
tax provision 14.8 11.1 8.8 13.8
Income tax provision 3.0 1.5 .3 2.6
Net earnings 11.8 9.6 8.5 11.2
The following table sets forth, for the periods indicated, the percentage
increase or decrease of such items included in the Company's consolidated
statements of operations.
Increase (Decrease) from Prior Period
---------------------------------------------
Nine Months Ended Three Months Ended
September 30, 1996 September 30, 1996
compared with 1995 compared with 1995
------------------ ------------------
Net sales (7.2) % (17.9) %
Cost of sales (9.7) (15.6)
Selling, general and
administrative expenses (6.4) (15.4)
Other income - net 100.4 (67.5)
Earnings before income tax
provision 23.8 (47.8)
Income tax provision 86.9 (91.4)
Net earnings 14.2 (37.8)
-9-
Nine Months 1996 vs. Nine Months 1995
- -------------------------------------
Sales
-----
Net sales decreased 7.2% from $51,527,885 during the first nine months of
1995 to $47,832,403 during the first nine months of 1996. The Company attributes
this decrease primarily to a general softening in the market as previously
disclosed and the elimination of certain low margin products.
Cost of Sales
-------------
Cost of sales as a percentage of net sales decreased 2.0% from 73.0%
during the first nine months of 1995 to 71.0% during the first nine months of
1996. The decrease in the cost of sales percentage is primarily attributable to
lower material content associated with the current sales mix and the elimination
of certain low margin products.
Selling, General and Administrative Expenses
--------------------------------------------
The percentage relationship of selling, general and administrative
expenses to net sales remained relatively constant for the first nine months of
1996 compared to the first nine months of 1995. Selling, general and
administrative expenses decreased in dollar amount by 6.4%. The Company
attributes the decrease in the dollar amount of such expenses primarily to
accrued severance and bonus amounts, the write-off of certain expenses related
to the unrealized acquisition of Pulse Engineering, Inc. and the abandonment of
certain fixed assets during the first nine months of 1995 along with the
Company's continued cost containment measures during the first nine months of
1996.
Other Income and Expenses
-------------------------
Other income, consisting of net realized gains on the sale of marketable
securities and interest and dividends earned on marketable securities and on
cash equivalents, increased by $844,259 from the first nine months of 1996
compared to the first nine months of 1995. This increase is primarily due to the
gain on the sale of 112,485 shares of Technitrol, Inc. common stock and to
higher earnings on invested funds due to higher average balances in the first
nine months of 1996 compared to the first nine months of 1995, offset in part by
a loss on other marketable securities.
Provision for Income Taxes
--------------------------
The provision for income taxes for the first nine months of 1996 was
$1,415,000 as compared to $757,000 for the first nine months of 1995. This
increase is due primarily to the higher pretax earnings, including the gain on
the sale of the Technitrol, Inc. common stock, for the first nine months of 1996
versus 1995. The 1995 provision for income taxes was reduced by the use of a net
operating loss carry-forward which was no longer available in 1996.
The Company's effective tax rate has been lower than the statutory United
States corporate rate primarily as a result of the lower tax rates in the Far
East and the utilization of tax benefits arising from the operating loss
carryforward in the United States and the Far East.
-10-
Three Months 1996 vs. Three Months 1995
- ---------------------------------------
Sales
-----
Sales decreased 17.9% to $14,426,471 during the third quarter of 1996 from
$17,567,632 during the third quarter of 1995. The Company attributes this
decrease primarily to those reasons set forth in the nine month analysis.
Cost of Sales
-------------
Cost of sales as a percentage of net sales increased 1.9% to 73.6% during
the third quarter of 1996 from 71.7% during the third quarter of 1995. The
Company attributes this increase primarily to the higher percentage relationship
of labor and overheads to sales due to decreased sales, despite lower actual
expenditures in these areas during the third quarter of 1996 vs. 1995 offset in
part by lower material costs during the third quarter of 1996 vs. 1995 due to
the reasons set forth in the nine month analysis.
Selling, General and Administrative Expenses
--------------------------------------------
The percentage relationship of selling, general and administrative
expenses to net sales increased .5% from the third quarter of 1995 to the third
quarter of 1996 and selling, general and administrative expenses decreased in
dollar amount by 15.4%. The Company attributes the increase in selling, general
and administrative expenses to net sales primarily to lower sales and the
decrease in dollar amount of selling, general and administrative expenses
primarily to accrued severences and bonus amounts and the write-off of certain
expenses related to the unrealized acquisition of Pulse Engineering, Inc. during
the third quarter of 1995.
Other Income and Expenses
-------------------------
Other income for the third quarter of 1996 compared to the third quarter
of 1995 decreased due to a gain of approximately $650,000 on the partial
liquidation of the Company's investment in Pulse Engineering, Inc. common stock
during the third quarter of 1995, offset in part by higher earnings on invested
funds due to higher average balances during the third quarter of 1996.
Provision for Income Taxes
--------------------------
The provision for income taxes decreased to $39,000 for the third quarter
1996 from $453,000 for the third quarter of 1995 primarily due to certain tax
benefits arising from the write-off of the Company's investment in its foreign
subsidiary, Bel Fuse SARL, (France), reduced pre-tax earnings and tax
overaccruals from 1995 recognized during the third quarter of 1996.
Liquidity and Capital Resources
-------------------------------
Historically, the Company has financed its capital expenditures through
operating cash flows. Management believes that the cash flow from operations,
combined with its existing capital base and the Company's available lines of
credit, will be sufficient to fund its operations for the near term.
-11-
Liquidity and Capital Resources (Continued)
-------------------------------
The Company has lines of credit, all of which were unused at September 30,
1996, in the aggregate amount of $7,000,000, of which $5,000,000 is from
domestic banks and $2,000,000 is from foreign banks.
During the first nine months of 1996, the Company's cash increased by
$13.0 million, principally reflecting $10.2 million provided by operating
activities and $6.3 million from the sale of marketable securities offset in
part by $2.0 million in purchases of marketable securities and $1.7 million in
purchases of plant and equipment.
The Company has historically followed a policy of reinvesting the earnings
of foreign subsidiaries in the Far East. If the unrepatriated funds were
distributed to the parent corporation, such funds would be subject to United
States federal income taxes. No funds were repatriated during the first nine
months of 1996 or 1995.
The Company's shareholders' equity increased by $5.4 million from December
31, 1995 to September 30, 1996, reflecting the Company's first nine months
profit of $5.7 million and the exercise of incentive stock options of $122,000
offset by a decrease of $457,000 in net unrealized gain on marketable securities
as all gains and losses were realized during the second quarter of 1996.
Cash, accounts receivable and marketable securities comprised
approximately 47.7% and 39.7% of the Company's total assets at September 30,
1996 and December 31, 1995, respectively. The Company's current ratio (i.e., the
ratio of current assets to current liabilities) was 5.4 to 1 and 4.6 to 1 at
September 30, 1996 and December 31, 1995, respectively.
-12-
PART II. Other Information
Item 1. Legal Proceedings
-----------------
See Item 3 of the Company's Form 10-K for the year ended
December 31, 1995.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits: Exhibit 27.1 Financial Data Schedule.
(b) There were no Current Reports on Form 8-K filed by the
registrant during the quarter ended September 30, 1996.
-13-
SIGNATURES
----------
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.
BEL FUSE INC.
By:/s/ Daniel Bernstein
---------------------------
Daniel Bernstein, President
(Principal Financial and
Accounting Officer)
Dated: November 12, 1996
-14-