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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee Required)
For the Fiscal Year Ended December 31, 1996
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)
For the transition period from __________ to __________
Commission File Number 0-11676
BEL FUSE INC.
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(Exact name of registrant as specified in its charter)
NEW JERSEY 22-1463699
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
198 VAN VORST STREET, JERSEY CITY, NEW JERSEY 07302
(201) 432-0463
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(Address and telephone number, including area code,
of registrant's principal executive office)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.10 par value
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of voting stock held by non-affiliates as of March
15, 1997 was approximately $52,903,541(based upon the closing sales price of
those shares reported on the National Association of Securities Dealers
Automated Quotation System for that day).
Number of shares of Common Stock outstanding as of March 15, 1997: 5,073,195
Documents incorporated by reference:
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Bel Fuse Inc.'s Definitive Proxy Statement for the 1997 Annual Meeting
of Stockholders is incorporated by reference into Part III.
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BEL FUSE INC.
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INDEX
Page
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PART I
Item 1. Business................................................. 1
Item 2. Properties............................................... 7
Item 3. Legal Proceedings........................................ 7
Item 4. Submission of Matters to Vote of Security Holders........ 7
Item 4A. Executive Officers of the Registrant..................... 8
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters........................ 10
Item 6. Selected Financial Data.................................. 11
Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations....... 12
Item 8. Financial Statements and Supplementary Data.............. 17*
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure................. 18
PART III
Item 10. Directors of the Registrant.............................. 18
Item 11. Executive Compensation................................... 18
Item 12. Security Ownership of Certain
Beneficial Owners and Management....................... 18
Item 13. Certain Relationships and Related Transactions........... 18
PART IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K................................ 19
Signatures............................................................. 22
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*Page F-1 follows page 17.
PART I
ITEM 1. BUSINESS
GENERAL
Bel Fuse Inc. (the "Company"), organized under New Jersey law, is engaged
in the design, manufacture and sale of products used in networking,
telecommunication, automotive and consumer electronic applications. The Company
operates facilities in the United States, Europe and the Far East. The Company
maintains its principal executive offices at 198 Van Vorst Street, Jersey City,
New Jersey 07302; telephone (201) 432-0463. The term "Company" as used in this
Annual Report on Form 10-K refers to Bel Fuse Inc. and its consolidated
subsidiaries unless otherwise specified.
This Annual Report on Form 10-K contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
("Forward-Looking Statements"). Such statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
projected in such forward-looking statements. Certain factors which could
materially affect such results and the future performance of the Company are
described below under "--Risks and Uncertainties" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Other Matters".
-1-
PRODUCT GROUPS
MAGNETIC COMPONENTS
The Company manufactures a broad range of magnetic components. These
wire-wound devices perform such functions as signal delay, signal timing, signal
conditioning, impedance matching, filtering, isolation, power conversion and
power transfer. The Company directs its design and marketing efforts to supply
the needs of the following markets: manufacturers of networking and
telecommunication equipment, computer manufacturers, and consumer, automotive
and industrial electronic manufacturers. Although applications tend to overlap,
the magnetic components manufactured by the Company fall into three major
groups:
1. PULSE TRANSFORMERS
These small transformers offer the end user an inexpensive method to
provide isolation, impedance matching, and removal of DC from a data
signal. The major customers are manufacturers of network and
telecommunications hardware such as Ethernet, Fast Ethernet, ATM, ISDN, T1,
E1, E3, CEPT, Modems and xDSI.
2. DELAY LINES, FILTERS AND DC/DC CONVERTERS
These components are primarily supplied to the same customer base as
pulse transformers. They are densely packaged combinations of wire-wound
components and other passive and active components such as capacitors,
resistors and silicon integrated circuits (IC's). They perform the
functions of timing, signal conditioning and power conversion.
3. POWER TRANSFORMERS, LINE CHOKES, COILS
The basic functions of power transformers include AC voltage
conversion and isolation. Power transformers convert the power from the
supply line to the supply circuitry of a given electronic instrument such
as a telecommunications application, TV set-top box, computer, add in card,
or peripheral. Generally these products include a switchmode or flyback
power supply transformer, various DC filtering inductors and line chokes
used to block the conducted and radiated emissions of power supplies.
-2-
PACKAGED MODULES AND THICK FILM HYBRIDS
The Company supplies packaged modules to end users in several other
industries whose requirements can be satisfied by combining in one integrated
package one or more of the Company's capabilities in surface mount assembly,
automatic winding, hybrid fabrication and component encapsulation.
Thick film hybrids are dense, reliable, high quality electronic
microcircuits. The term "thick film hybrid" describes a method for screen
printing conductors, resistors and capacitors onto a ceramic substrate. This
substrate becomes a hybrid circuit when components such as integrated circuits,
transistors, capacitors, and inductors are added to the substrate in order to
form a functioning electrical circuit. The Company incorporates facets of this
technology in the design and manufacture of many of its other products including
packaged modules.
MINIATURE AND MICRO FUSES
Fuses prevent currents in an electrical or electronic circuit from
exceeding certain predetermined levels. Fuses act as a safety valve to protect
expensive components from damage or to cut off high currents before they can
generate enough heat to cause smoke or fire. The Company manufactures miniature
and micro fuses for supplementary circuit protection. The Company sells its
fuses to a world-wide market. They are used in such products as televisions,
VCR's, power supplies, computers, telephones and networking assemblies.
MARKETING
The Company sells its products to approximately 500 customers throughout
North America, Western Europe and the Far East. Sales are made through
independent sales representative organizations and authorized distributors who
are overseen by the Company's regional sales personnel throughout the world. As
of December 31, 1996, the Company had a sales staff of 24 persons that supported
42 sales representative organizations and 9 non-exclusive distributors.
The Company has written agreements with all of its sales representative
organizations and major distributors. Written agreements terminable on short
notice by either party are standard in the industry.
Finished products manufactured by the Company in its Far East facilities
are, in general, either sold to the Company's Jersey City facility for resale to
customers or are shipped directly to customers throughout the world. For further
information regarding the Company's geographic operations, see Note 6 of Notes
to Consolidated Financial Statements.
The Company had sales to three customers who manufacture electronic
equipment in excess of ten percent of 1996 consolidated sales. The amounts and
percentage of consolidated sales were approximately $12,853,000 (19.6%),
$7,313,000 (11.2%) and $6,670,000 (10.2%), respectively.
-3-
RESEARCH AND DEVELOPMENT
The Company's research and development efforts in 1996 were spread amongst
all of the Company's current product groups. The Company maintains continuing
programs to improve the reliability of its products and to design specialized
assembly equipment to increase manufacturing efficiencies. The Company's
research and development facilities are located in California, Indiana, and Hong
Kong. Research and development costs amounted to $3,529,000 in 1996.
SUPPLIERS
The Company has multiple suppliers for most of the raw materials that it
purchases. Where possible, the Company has contractual agreements with suppliers
to assure continuing supply of critical components.
With respect to those items which are purchased from single sources, the
Company believes that comparable items would be available in the event that
there were a termination of the Company's existing business relationships with
any such particular supplier. While such a termination could produce a
disruption in production, the Company does not believe that the termination of
business with any of its suppliers would have a material adverse effect on its
long-term operations.
BACKLOG
The Company normally manufactures products against firm orders.
Cancellation and return arrangements are normally negotiated by the Company on a
transactional basis. The Company's backlog of orders as of February 25, 1997 was
approximately $19.5 million, as compared with a backlog of $28.0 million as of
February 29, 1996. Management expects that all but $4 million of the Company's
backlog as of February 25, 1997 will be shipped by December 31, 1997.
-4-
TRADEMARKS AND PATENTS
The Company has been granted a number of U.S. patents and has additional
U.S. patent applications pending relating to its products. While the Company
believes that the issued patents are defendable and that the pending patent
applications relate to patentable inventions, there can be no assurance that a
patent will issue from the applications or that its existing patents can be
successfully defended. It is management's opinion that the successful
continuation and operation of the Company's business does not depend upon the
ownership of patents or the granting of pending patent applications, but upon
the innovative skills, technical competence and marketing and managerial
abilities of its personnel. The patents have a life of seventeen years from the
date of issue or twenty years from filing of patent applications. The Company's
existing patents expire on various dates from September 30, 2002 to December
15, 2013.
The Company utilizes six U.S. registered trademarks -- BELIMITER, BELFUSE,
BEL, SLO-BEL, MICROBEL and SURFUSE - to identify various products that it
manufactures. The trademarks survive as long as they are in use and the
registrations of these trademarks are renewed.
COMPETITION
There are numerous independent companies and divisions of major companies
which manufacture products that are competitive with one or more of the
Company's products. Some of the Company's competitors possess greater financial,
marketing and other resources than those available to the Company. The Company's
ability to compete is dependent upon several factors, including product
performance, quality, reliability, design and price. For information regarding
the effect of price competition on the Company's consolidated results of
operations, see "Managements' Discussion and Analysis of Financial Condition and
Results of Operations".
EMPLOYEES
As of December 31, 1996, the Company had 832 full-time employees. The
Company employed 84 people in its U.S. facilities and 748 throughout the rest of
the world excluding workers employed by independent contractors. The Company's
employees are not represented by any labor union. The Company believes that its
relations with employees are satisfactory.
-5-
RISKS AND UNCERTAINTIES
The Company's business is subject to several risks and uncertainties,
including (a) the risk that it may be unable to respond adequately to rapidly
changing technological developments in its industry, (b) risks associated with
its Far East operations described herein under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Other Matters", (c) the highly competitive nature of the Company's industry and
the impact that competitors' new products and pricing may have upon the Company,
(d) the likelihood that revenues may vary significantly from one accounting
period to another accounting period due to a variety of factors, including
customers' buying decisions, the Company's product mix and general market and
economic conditions, and (e) the Company's reliance on certain substantial
customers. Such factors, as well as shortfalls in the Company's results of
operations as compared with analysts' expectations, capital market conditions
and general and economic conditions, may also cause substantial volatility in
the market price of the Company's Common Stock.
-6-
ITEM 2. PROPERTIES
The Company currently occupies approximately 265,000 square feet of
manufacturing, warehouse, office, technical and staff quarter space worldwide.
The Company has additional production processing arrangements with
subcontractors in the People's Republic of China occupying approximately 61,000
square feet of manufacturing space. In addition to the Company's principal
corporate offices in New Jersey, the Company maintains facilities in The
People's Republic of China, Hong Kong and Macau in the Far East, in California
and Indiana in the U.S.A. and in the United Kingdom in Europe. During March,
1996 the Company's office in France was closed. The Company also owns an idle
facility of 46,300 square feet in Illinois. Approximately 68% of the 265,000
square feet the Company occupies is owned while the remainder is leased. See
Note 10 of Notes to Consolidated Financial Statements for additional information
pertaining to leased properties.
ITEM 3. LEGAL PROCEEDINGS
In March 1996, legal proceedings were commenced in New York State Supreme
Court and New Jersey Superior Court relating to a claim by Peers & Co., a former
investment banker of the Company, seeking certain fees in connection with the
Company's acquisition of common stock of Pulse Engineering, Inc. ("Pulse") and
the subsequent acquisition of Pulse by Technitrol, Inc. This claim was settled
during December, 1996. The settlement did not have a material impact on the
Company's financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's shareholders during
the fourth quarter of 1996.
-7-
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following table and biographical outlines set forth the positions and
offices within the Company presently held by each executive officer of the
Company and a brief account of the business experience of each such officer for
the past five years.
Positions and Offices
Officer With the Company/
Name and Age Since Business Experience
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Elliot Bernstein, 73 ............. 1954 Chairman of the Board,
Chief Executive Officer
and Director
Daniel Bernstein, 43 ............. 1985 President, Managing
Director of the Company's
Macau Subsidiary and
Director
Robert H. Simandl, 68 ............ 1967 Secretary and Director
Arnold Sutta, 70 ................. 1985 Vice President
Peter Christoffer, 55 ............ 1986 Vice President
Colin Dunn, 52 ................... 1992 Vice President and
Treasurer
Joseph Meccariello, 46 ........... 1995 Vice President of
Manufacturing
Elliot Bernstein has been a Director of the Company since its inception in
January 1949, served as President and Chief Executive Officer from 1954 to 1992,
and has served as Chairman of the Board and Chief Executive Officer since 1992.
One of his sons (Daniel Bernstein) is the President and a Director of the
Company and his brother (Howard Bernstein) is a Director of the Company.
Daniel Bernstein has served the Company as President since June, 1992. He
previously served as Vice President (1985-1992) and Treasurer (1986-1992) and
has served as a Director since 1986. He occupied other positions with the
Company since 1978. He was appointed Managing Director of the Company's Macau
subsidiary during 1991. Daniel Bernstein is Elliot Bernstein's son, and Howard
Bernstein's nephew.
-8-
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT (continued)
Robert H. Simandl, a Director and Secretary of the Company since 1967, is a
member of the law firm of Robert H. Simandl, Counsellor At Law. He has been a
practicing attorney in New Jersey since 1953.
Arnold Sutta joined the Company in 1966 and has served the Company as Vice
President, Sales since 1985. Mr. Sutta supervises the worldwide sales force of
the Company.
Peter Christoffer has served the Company as Vice President since 1986.
Since 1991, he has supervised the engineering and production of thick film
hybrids at the Company's Indiana facility.
Colin Dunn joined the Company in 1991 as Finance Manager and in 1992 was
named Vice President of Finance and Treasurer. Prior to joining the Company, Mr.
Dunn was Vice President of Finance and Operations at Kentek Information Systems,
Inc. from 1985 to 1991 and had previously held a series of senior management
positions with Braintech Inc. and Weyerhaeuser Company.
Joseph Meccariello joined the Company in 1979 as a Manager of Mechanical
Engineering and in 1994 became the Deputy Managing Director of the Company's
Hong Kong subsidiary, Bel Fuse, Ltd. In 1995 he was named Vice President of
Manufacturing with responsibility for Far East production operations.
-9-
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) MARKET INFORMATION
The Company's common stock, par value $.10 per share (the "Common Stock"),
is traded in the over-the-counter market. The following table sets forth the
high and low closing sales price range (as reported by National Quotation
Bureau, Inc.) for the Common Stock in the over-the-counter market for each
quarter during the past two years.
High Low
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Year Ended December 31, 1995:
First Quarter......................... $ 9 1/2 $ 7 3/4
Second Quarter........................ 12 1/2 8 1/4
Third Quarter......................... 14 1/4 11
Fourth Quarter........................ 13 1/4 10 3/8
Year Ended December 31, 1996:
First Quarter......................... $20 1/4 $10 1/2
Second Quarter........................ 22 1/8 15 1/4
Third Quarter......................... 17 8 1/4
Fourth Quarter........................ 14 1/8 10 1/4
The Common Stock is reported under the symbol BELF in the NASDAQ National
Market.
(b) HOLDERS
As of March 21, 1997, there were 249 registered shareholders of the
Company's Common Stock plus an estimated 3,729 beneficial shareholders.
(c) DIVIDENDS
The Company has not paid any cash dividends and has no current plans to pay
any such dividends. There are no contractual restrictions on the Company's
ability to pay dividends.
-10-
ITEM 6. SELECTED FINANCIAL DATA
Years Ended December 31,
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1996 1995 1994 1993 1992
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(In thousands of dollars, except per share data)
Selected Statements of Operations Data:
Net sales ......................................... $65,458 $70,706 $45,747 $47,460 $50,354
Cost of sales ..................................... 46,539 50,590 36,349 32,711 31,726
Selling, general and administrative expenses ...... 11,494 12,554 11,458 11,338 10,181
Gain on sale of building - net .................... -- -- -- -- 11,410
Other income - net (a) ............................ 2,306 1,758 -- -- --
Earnings (loss) before income taxes ............... 9,731 9,320 (1,761) 4,005 20,132
Income tax provision (benefit) .................... 1,925 1,222 (203) 222 1,204
Net earnings (loss) ............................... 7,806 8,098 (1,558) 3,783 18,928
Earnings (loss) per common share .................. 1.54 1.62 (.32) .77 3.88
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(a) Includes gains of $1,267 and $1,359 from the
sale of marketable securities.
As of December 31,
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1996 1995 1994 1993 1992
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(In thousands of dollars, except per share data)
Selected Balance Sheet Data:
Working capital.................................... $36,873 $28,644 $22,670 $27,875 $26,966
Total assets....................................... 71,614 64,475 51,653 53,122 50,005
Stockholders' equity............................... 63,399 55,889 45,926 48,270 44,423
Book value per share............................... 12.50 11.06 9.25 9.78 9.04
-11-
ITEM 7. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the Company's consolidated financial statements and the notes related thereto.
The discussion of results, causes and trends should not be construed to imply
any conclusion that such results, causes or trends will necessarily continue in
the future.
RESULTS OF OPERATIONS
The following table sets forth, for the past three years, the percentage
relationship to net sales of certain items included in the Company's
consolidated statements of operations.
Percentage of Net Sales
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Years Ended December 31,
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1996 1995 1994
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Net sales............................... 100.0% 100.0% 100.0%
Cost of sales........................... 71.1 71.5 79.5
Selling, general and administrative
expenses.............................. 17.6 17.8 25.0
Other income, net of interest
expense............................... 3.5 2.5 .7
Earnings (loss) before income taxes..... 14.9 13.2 (3.8)
Income tax provision (benefit).......... 2.9 1.7 (.4)
Net earnings (loss)..................... 11.9 11.5 (3.4)
The following table sets forth, for the periods indicated, the percentage
increase or decrease of certain items included in the Company's consolidated
statements of operations.
Increase (Decrease) from
Prior Period
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1996 Compared 1995 Compared
with 1995 with 1994
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Net sales...................................... (7.4)% 54.6%
Cost of sales.................................. (8.0) 39.2
Selling, general and administrative expenses... (8.4) 9.6
-12-
SALES
Net sales decreased 7.4% from 1995 to 1996 from approximately $70.7 million
to $65.5 million. The Company attributes this decrease primarily to a general
softening in the market place during the second and third quarters of 1996 as
previously disclosed and the elimination of certain low margin products.
Net sales increased 54.6% from 1994 to 1995 from approximately $45.7
million to $70.7 million. The Company attributes this increase primarily to
strong demand from OEM customers for Network products and increased sales to the
automotive industry. Increased Network sales are due to a greater focus by the
Company on certain key OEM accounts and sales growth resulting from improvements
in the Company's engineering service and support to major OEM customers.
COST OF SALES
Cost of sales as a percentage of net sales decreased .4% from 71.5% in 1995
to 71.1% in 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. The Company regularly reviews
its inventory for slow moving, obsolete and overstocked inventory. The Company
generally uses the direct write-off method for such inventory except for items
that have a high scrap value or overstocked positions, where the reserve method
is generally used. As at December 31, 1996 the inventory reserve for those items
was approximately $100,000.
Cost of sales as a percentage of net sales decreased 8% from 79.5% in 1994
to 71.5% in 1995. The decrease in the costs of sales percentage is primarily
attributable to increased sales, which resulted in better absorption of indirect
labor costs and overhead and the move to lower cost manufacturing facilities in
the Far East. These factors were offset in part by higher material content
associated with the manufacture of packaged modules.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
The percentage relationship of selling, general and administrative expenses
to net sales remained relatively constant for the year 1996 compared to the year
1995. Selling, general and administrative expenses decreased in dollar amount by
8.4%. The Company attributes the decrease in dollar amount of such expenses
primarily to accrued severance amounts principally associated with the closing
of the Company's sales office in France during 1995 along with the Company's
continued cost containment measures during 1996.
-13-
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (Continued)
The percentage relationship of selling, general and administrative expenses
to net sales decreased 7.2% to 17.8% in 1995 from 25.0% in 1994. The Company
attributes the decrease primarily to the increase in sales. Selling, general and
administrative expenses increased in dollar amount by 9.6%. The Company
attributes the increase in the dollar amount of such expenses primarily to
increases in commission and other sales related expenses, due to increased
sales, accrued severance amounts principally associated with the closing of the
Company's sales office in France and increases in administrative salaries and
related office expenses. During 1994, the Company incurred a $1,190,000 charge
related to severance costs and moving expenses associated with a move to lower
cost production facilities.
OTHER INCOME AND EXPENSES; GAIN ON SALE
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 $544,374 or 30.9%, in 1996 from 1995. The
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 1996 compared to 1995, offset in part by a loss on
other marketable securities.
Other income increased by approximately $1,457,000 in 1995 from 1994. The
increase is primarily due to the Company's realizing approximately $1,483,000 of
gains from the partial liquidation of the Company's investment in Pulse's common
stock upon Pulse's acquisition by Technitrol, Inc. in September, 1995 offset in
part by losses on the sale of other marketable securities.
PROVISION FOR INCOME TAXES
The Company has historically followed a practice of reinvesting
substantially all of the earnings of foreign subsidiaries in the expansion of
its foreign operations. If the unrepatriated funds were distributed to the
parent corporation rather than reinvested in the Far East, such funds would be
subject to United States Federal income taxes. No funds were repatriated during
1996, 1995 or 1994. (See Note 5 of Notes to Consolidated Financial Statements).
The provision for income taxes for 1996 was $1,925,000 as compared to
$1,222,000 in 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 year 1996 versus 1995. The 1995 provision for income taxes was reduced
by the use of a net operating loss carryforward which was no longer available in
1996.
-14-
PROVISION FOR INCOME TAXES (Continued)
The income tax provision was $1,222,000 in 1995 as compared to a benefit of
$203,000 in 1994. The Company attributes this change primarily to the earnings
before income tax provision in 1995 versus a loss before income tax provision in
1994. The utilization of United States and Far East net operating loss
carryforward and general business credits in the United States in 1995 reduced
income taxes by approximately $577,000.
The Company's effective tax rate has been lower than the statutory United
States corporate rate primarily as a result of lower rates in Hong Kong and
Macau. In 1995 the tax rate was impacted by the utilization of net operating
loss carryforward in the United States, Hong Kong and Macau and the utilization
of general business credits in the United States. During 1996 and 1994 there was
no utilization of a net operating loss carryforward.
INFLATION
During the past two years, the effect of inflation on the Company's
profitability was not material. Historically, fluctuations of the U.S. dollar
against other major currencies have not significantly affected the Company's
foreign operations as most transactions have been denominated in U.S. dollars.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has financed its capital expenditures through
cash flows from operating activities. 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.
The Company has lines of credit, all of which were unused at December 31,
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 1996, the Company's cash increased by $15.2 million, reflecting
$14.3 million provided by operating activities, $6.3 million from the sale of
marketable securities and $.3 million from contractor repayments and proceeds
from the exercise of stock options offset in part by $3.0 million in purchases
of marketable securities and $2.7 million in purchases of plant and equipment.
The Company has historically followed a practice 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 1996 or
1995.
The Company's shareholders' equity increased by $7.5 million from December
31, 1995, reflecting the Company's net earnings of $7.8 million, the exercise of
incentive stock options and the utilization for U.S. tax purposes of incentive
stock option deductions of $169,000, offset by a decrease of $458,000 in net
unrealized gains on marketable securities.
-15-
LIQUIDITY AND CAPITAL RESOURCES (Continued)
Cash, accounts receivable and marketable securities comprised approximately
49.4% and 39.7% of the Company's total assets at December 31, 1996 and 1995,
respectively. The Company's working capital ratio (i.e., the ratio of current
assets to current liabilities) was 5.9 to 1 and 4.6 to 1 at December 31, 1996
and 1995, respectively.
ACCOUNTING STANDARDS
For information regarding certain recently promulgated accounting
standards, see Note 1 of the Notes to the Company's Consolidated Financial
Statements.
OTHER MATTERS
The territories of Hong Kong and Macau will revert to the People's Republic
of China pursuant to long-term land leases which expire in the middle of 1997
and the end of 1999, respectively. Management cannot presently predict what
impact, if any, the expiration of these leases will have on the Company or how
the political climate in China will affect its contractual arrangements in
China. Substantially all of the Company's manufacturing operations and
approximately 52% of its identifiable assets are located in Hong Kong, Macau,
and The People's Republic of China. Accordingly, events resulting from the
expiration of such leases could have a material adverse effect on the Company.
This Form 10-K, other than the historical financial information, may
consist of forward looking statements that involve risks and uncertainties,
including, but not limited to, statements contained in "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations". Such statements are based on many assumptions and are subject to
risks and uncertainties. Actual results could differ materially from the results
discussed in the forward looking statements due to a number of factors,
including, but not limited to, those identified in the preceding paragraph as
well as those set forth under "Business--Risks and Uncertainties" in this Form
10-K.
-16-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND SUPPLEMENTARY FINANCIAL DATA
Page
------------
Independent Auditors' Report ................................... F-1
Financial Statements:
Consolidated Balance Sheets, December 31, 1996
and 1995 ................................................ F-2 - F-3
Consolidated Statements of Operations, Years
Ended December 31, 1996, 1995 and 1994 .................. F-4
Consolidated Statements of Stockholders' Equity,
Years Ended December 31, 1996, 1995 and 1994 ............ F-5
Consolidated Statements of Cash Flows, Years
Ended December 31, 1996, 1995 and 1994 .................. F-6 - F-8
Notes to Consolidated Financial Statements ................ F-9 - F-19
Supplementary Financial Data:
Selected Quarterly Financial Data (Unaudited)
Years Ended December 31, 1996 and 1995 .................. F-20
Schedule II: Valuation and Qualifying Accounts ............ S-1
-17-
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Bel Fuse Inc.
Jersey City, New Jersey
We have audited the accompanying consolidated balance sheets of Bel Fuse Inc.
and its subsidiaries (the "Company") as of December 31, 1996 and 1995, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 1996. Our
audits also included the financial statement schedule listed in the Index at
Item 14. These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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, such consolidated financial statements presents fairly, in all
material respects, the financial position of Bel Fuse Inc. and its subsidiaries
at December 31, 1996 and 1995, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles. Also, in our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
DELOITTE & TOUCHE LLP
March 4, 1997
New York, New York
F-1
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
December 31,
---------------------------
1996 1995
------------ -----------
Current Assets:
Cash and cash equivalents ..................... $23,498,491 $ 8,343,925
Marketable securities (Note 2) ................ 2,981,020 5,556,740
Accounts receivable - less allowance
for doubtful accounts of $195,000
and $155,000 ................................ 8,866,440 11,705,344
Inventories (Note 3) .......................... 8,411,540 10,799,731
Prepaid expenses and other current
assets (Note 9) ............................. 479,012 239,511
Deferred income taxes ......................... 101,000 -
----------- -----------
Total Current Assets ..................... 44,337,503 36,645,251
Property, plant and equipment - net
(Notes 4 and 9) .............................. 26,321,014 26,662,351
Other assets (Note 9) ........................... 955,491 1,168,072
----------- -----------
TOTAL ASSETS ............................. $71,614,008 $64,475,674
=========== ===========
See notes to consolidated financial statements.
F-2
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
December 31,
--------------------------
1996 1995
----------- -----------
Current Liabilities:
Accounts payable .............................. $ 3,297,825 $ 3,374,433
Accrued expenses .............................. 3,846,626 4,049,366
Income taxes payable (Note 5) ................. 320,460 539,924
Deferred income taxes ......................... -- 38,000
----------- -----------
Total Current Liabilities .................. 7,464,911 8,001,723
Deferred income taxes (Note 5) .................. 750,000 584,000
----------- -----------
Total Liabilities .......................... 8,214,911 8,585,723
----------- -----------
Commitments and Contingencies
(Notes 5, 6, 7, 8 and 9)
Stockholders' Equity (Note 8):
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
5,070,820 and 5,051,445 shares .............. 507,082 505,145
Additional paid-in capital .................... 6,978,900 6,811,900
Retained earnings ............................. 55,920,836 48,115,306
Net unrealized gain on
marketable securities (Note 2) .............. -- 457,600
Cumulative currency translation
adjustment .................................. (7,721) --
---------- -----------
Total Stockholders' Equity ................. 63,399,097 55,889,951
---------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY ................................. $71,614,008 $64,475,674
=========== ===========
See notes to consolidated financial statements.
F-3
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31,
---------------------------------------
1996 1995 1994
----------- ----------- -----------
Net sales ........................... $65,457,521 $70,706,311 $45,746,724
----------- ----------- -----------
Costs and Expenses:
Cost of sales ..................... 46,539,465 50,590,056 36,349,461
Selling, general and
administrative .................. 11,493,869 12,554,649 11,458,246
----------- ----------- -----------
58,033,334 63,144,705 47,807,707
----------- ----------- -----------
Income (loss) from
operations ........................ 7,424,187 7,561,606 (2,060,983)
----------- ----------- -----------
Other income (net) .................. 2,306,896 1,762,522 306,477
Interest expense .................... 553 4,053 6,553
----------- ----------- -----------
Earnings (loss) before
income taxes ...................... 9,730,530 9,320,075 (1,761,059)
Income tax provision
(benefit) (Note 6) ................ 1,925,000 1,222,000 (203,000)
----------- ----------- -----------
Net earnings (loss) ................. $ 7,805,530 $ 8,098,075 $(1,558,059)
=========== =========== ===========
Earnings (loss) per
common share ...................... $ 1.54 $ 1.62 $ (.32)
=========== =========== ===========
Weighted average number
of common shares outstanding ....... 5,063,776 5,010,778 4,947,060
=========== =========== ===========
See notes to consolidated financial statements.
F-4
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Net
Unrealized
Common Stock Gain Cumulative
---------------------- Additional (Loss) on Currency
Shares Par Paid-in Retained Marketable Translation
Outstanding Value Capital Earnings Securities Adjustment Total
----------- -------- ---------- ----------- ---------- ----------- -----------
Balance, January 1, 1994 ......... 4,934,288 $493,429 $6,201,682 $41,575,290 $ -- $ $48,270,401
Exercise of stock options ........ 30,907 3,091 87,305 -- -- 90,396
Net unrealized loss on
marketable securities .......... -- -- -- -- (876,647) (876,647)
Net (loss) ....................... -- -- -- (1,558,059) -- (1,558,059)
--------- -------- ---------- ----------- ---------- -----------
Balance, December 31, 1994 ....... 4,965,195 496,520 6,288,987 40,017,231 (876,647) 45,926,091
Exercise of stock options ........ 86,250 8,625 301,913 -- -- 310,538
Tax benefits arising from the
non-qualified dispositions of
incentive stock options ........ -- -- 221,000 -- -- 221,000
Net unrealized gain on
marketable securities .......... -- -- -- -- 1,334,247 1,334,247
Net earnings ..................... -- -- -- 8,098,075 -- 8,098,075
--------- -------- ---------- ----------- ---------- -----------
Balance, December 31, 1995 ....... 5,051,445 505,145 6,811,900 48,115,306 457,600 55,889,951
Exercise of stock options ........ 19,375 1,937 125,000 -- -- 126,937
Tax benefits arising from the
non-qualified dispositions of
incentive stock options ........ -- -- 42,000 -- -- -- 42,000
Net unrealized gain on
marketable securities .......... -- -- -- -- (457,600) (457,600)
Cumulative currency translation
adjustment ..................... -- -- -- -- -- (7,721) (7,721)
Net earnings ..................... -- -- -- 7,805,530 -- -- 7,805,530
--------- -------- ---------- ----------- ---------- ----------- -----------
Balance, December 31, 1996 ....... 5,070,820 $507,082 $6,978,900 $55,920,836 $ -- $ (7,721) $63,399,097
========= ======== ========== =========== ========== =========== ===========
See notes to consolidated financial statements.
F-5
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
--------------------------------------------
1996 1995 1994
----------- ----------- -----------
Cash flows from operating activities:
Net income (loss) ................................. $ 7,805,530 $ 8,098,075 $(1,558,059)
Adjustments to reconcile net
income (loss) to net cash
provided by (used in) operating
activities:
Depreciation and amortization ................... 2,995,967 2,955,181 2,619,083
Deferred income taxes ........................... 389,000 50,000 (374,000)
Tax effect of non-qualifying
disposition of incentive
stock options ................................. 42,000 221,000 -
Net (gain) loss on sale of
marketable securities ......................... (1,265,710) (1,359,343) 134,743
Provision for doubtful
accounts ...................................... 40,000 85,000 16,175
Loss on disposal/abandonment
of property and equipment ..................... 9,926 74,805 167,094
Changes in operating assets
and liabilities ............................... 4,261,263 (3,089,366) (1,791,443)
---------- ---------- ----------
Net Cash Provided by (used
in) Operating Activities ................... 14,277,976 7,035,352 (786,407)
---------- ---------- ----------
Cash flows from investing activities:
Purchase of property, plant
and equipment .................................... (2,675,352) (7,444,915) (6,318,700)
Purchase of marketable
securities ....................................... (2,981,020) (1,329,414) (4,924,030)
Proceeds from sale of
marketable securities ............................ 6,259,657 7,140,470 5,545,242
Proceeds from sale of
equipment ........................................ 31,330 - 807,764
Proceeds from repayment
by contractors ................................... 122,759 89,000 29,000
---------- ---------- ----------
Net Cash Provided by
(used in) Investing Activities ............. 757,374 (1,544,859) (4,860,724)
---------- ---------- ----------
(Continued)
See notes to consolidated financial statements.
F-6
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Years Ended December 31,
--------------------------------------------
1996 1995 1994
----------- ---------- -----------
Cash flows from financing activities:
Proceeds from exercise of
stock options ..................................... 126,937 310,538 90,396
Proceeds from borrowings ........................... - - 300,000
Repayment of borrowings ............................ - (300,000) (3,139)
----------- ---------- -----------
Net Cash Provided
by Financing Activities ..................... 126,937 10,538 387,257
----------- ---------- -----------
Effect of exchange rate changes
on cash and cash equivalents........................ (7,721) - -
----------- ---------- -----------
Net Increase (Decrease)
in Cash and Cash Equivalents ....................... 15,154,566 5,501,031 (5,259,874)
Cash and Cash Equivalents
- beginning of year ................................ 8,343,925 2,842,894 8,102,768
----------- ---------- ----------
Cash and Cash Equivalents
- end of year ...................................... $23,498,491 $8,343,925 $ 2,842,894
=========== ========== ===========
(Continued)
See notes to consolidated financial statements.
F-7
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Years Ended December 31,
--------------------------------------------
1996 1995 1994
----------- ------------ ------------
Changes in operating assets
and liabilities consist of:
(Increase) decrease in
accounts receivable .......................... $2,798,904 (3,710,373) (2,033,279)
(Increase) decrease in
inventories .................................. 2,388,191 (2,033,528) 61,742
(Increase) decrease in
prepaid expenses and
other current assets ......................... (364,171) 631,253 (836,351)
Decrease in other
assets ....................................... 191,236 80,405 63,703
Increase (decrease) in
accounts payable .............................. (76,608) 203,025 1,910,315
Increase (decrease) in
accrued expenses ............................. (456,825) 1,199,928 (957,573)
Increase (decrease) in
income taxes payable ......................... (219,464) 539,924 -
---------- ----------- -----------
$4,261,263 $(3,089,366) $(1,791,443)
========== =========== ===========
Supplementary information:
Cash paid during year for:
Interest ....................................... $ 553 $ 5,828 $ 4,778
========== =========== ===========
Income taxes ................................... $1,712,013 $ 428,834 $ 680,783
========== =========== ===========
Supplemental disclosure of non-cash
investing and financing activities:
Unrealized (gain) loss on
marketable securities ........................ $ (457,600) $(1,334,247) $ 876,647
========== =========== ===========
See notes to consolidated financial statements.
F-8
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Bel Fuse Inc. and its subsidiaries (the "Company") are engaged in the
design, manufacture and sale of products used in local area networking,
telecommunication, business equipment and consumer electronic applications.
Sales are predominantly in North America, Western Europe and the Far East.
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany transactions and balances have been eliminated.
USE OF ESTIMATES - The preparation of the financial statements in
conformity with generally accepted accounting principles 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.
CASH AND CASH EQUIVALENTS - Cash equivalents include short-term
investments in U.S. treasury bills and commercial paper with an original
maturity of three months or less when purchased.
MARKETABLE SECURITIES - The Company classifies its investments in debt and
equity securities as "available for sale", and accordingly, reflects unrealized
gains and losses, net of deferred income taxes, as a separate component of
stockholders' equity.
The fair values of marketable securities are estimated based on quoted
market prices. Realized gains or losses from the sales of marketable securities
are based on the specific identification method.
CONCENTRATION OF CREDIT RISK - Financial instruments which potentially
subject the Company to concentrations of credit risk consist principally of
accounts receivable, temporary cash investments and investments. The Company
grants credit primarily to original equipment manufacturers and to
subcontractors of original equipment manufacturers based on an evaluation of the
customer's financial condition, without requiring collateral. Exposure to losses
on receivables is principally dependent on each customer's financial condition.
The Company controls its exposure to credit risk through credit approvals,
credit limits and monitoring procedures and establishes allowances for
anticipated losses.
The Company places its temporary cash investments and investments with
quality financial institutions and by policy, limits the amount of credit
exposure with any one financial institution.
F-9
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
INVENTORIES - Inventories are stated at the lower of weighted average cost
(first-in, first-out) or market.
DEPRECIATION - Property, plant and equipment are stated at cost less
accumulated depreciation. Depreciation is calculated primarily using the
declining-balance method for machinery and equipment and the straight-line
method for buildings over their estimated useful lives.
INCOME TAXES - Deferred taxes are provided to reflect the tax effect of
temporary differences between financial reporting and tax basis of assets and
liabilities. The principal items giving rise to deferred taxes are the use of
accelerated depreciation methods for plant and equipment, certain expenses which
have been deducted for financial reporting purposes which are not currently
deductible for income tax purposes and taxes on unrealized gains on marketable
securities.
LONG-LIVED ASSETS - Effective January 1, 1996, the Company adopted
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets for Long-Lived Assets to be Disposed of". This
Statement establishes accounting standards for the measurement of the impairment
of long-lived assets, certain identifiable intangibles and goodwill related to
those assets. This Statement requires that an asset to be held and used by an
entity be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Long-lived
assets are assessed for recoverability on an ongoing basis. In evaluating the
value and future benefits of long-lived assets, the carrying value would be
reduced by the excess, if any, of the long-lived assets over management's
estimates of the anticipated undiscounted future net cash flows of the related
asset. The adoption of this Statement did not have a material effect on the
Company's financial position or results of operations.
STOCK BASED COMPENSATION - Effective January 1, 1996, the Company adopted
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation". The standard encourages, but does not require, companies to
recognize compensation expense for grants of stock, stock options and other
equity instruments to employees based on fair value accounting rules. The
Company has adopted the disclosure-only provisions of SFAS 123 for pro forma
net income and earnings per share.
EARNINGS (LOSS) PER COMMON SHARE - Earnings (loss) per common share are
computed using the weighted average number of common shares outstanding during
the year. The dilutive effect of outstanding options were not material in 1996
and 1995 and were not considered in 1994 as their effect was antidilutive.
F-10
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
FAIR VALUE OF FINANCIAL INSTRUMENTS - For financial instruments including
cash, accounts receivable, accounts payable and accrued expenses, it was assumed
that the carrying amount approximated fair value because of the short maturities
of such instruments. The fair value of marketable securities are based on quoted
market prices, or based on bid prices for the principal only strips.
RECLASSIFICATIONS - Certain reclassifications have been made to prior year
balances in order to conform with the current year's presentation.
2. MARKETABLE SECURITIES
Estimated Gross Gross
Amortized Fair Unrealized Unrealized
Cost Value Gains Losses
---------- ---------- ---------- ---------
December 31, 1996:
U.S. Government
agencies .............. $2,000,211 $2,000,211 $ -- $ --
Commercial paper ........ 980,809 980,809 -- --
---------- ---------- ---------- ---------
$2,981,020 $2,981,020 $ -- $ --
========== ========== ========== =========
December 31, 1995:
Municipalities .......... $1,329,414 $1,325,576 $ -- $ (3,838)
U.S. Government agencies
- collateralized
mortgage
obligations (1) ........ 987,716 779,180 -- (208,536)
Equities:
Common stock (2) ....... 1,678,638 3,185,434 1,636,300 (129,504)
Preferred stock ........ 319,212 266,550 -- (52,662)
---------- ---------- ---------- ---------
$4,314,980 $5,556,740 $1,636,300 $(394,540)
========== ========== ========== =========
(1) Includes principal only strips valued at amortized cost of $987,716 and an
estimated fair value of $779,180 at December 1995.
(2) Includes 112,485 shares of Technitrol, Inc. common stock at a cost of
$945,120.
Gross realized gains were $1,956,597 in 1996 ($1,510,815 in 1995 and
$34,964 in 1994). Gross realized losses were $690,887 in 1996 ($151,472 in 1995
and $169,707 in 1994).
All debt securities at December 31, 1996 mature prior to December 31, 1997.
F-11
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. INVENTORIES
December 31,
---------------------------
1996 1995
----------- -----------
Raw materials .................................... $ 5,718,079 $ 7,059,330
Work in process .................................. 89,660 191,518
Finished goods ................................... 2,603,801 3,548,883
----------- -----------
$ 8,411,540 $10,799,731
=========== ===========
4. PROPERTY, PLANT AND EQUIPMENT
December 31,
---------------------------
1996 1995
----------- -----------
Land ............................................. $ 835,218 $ 835,218
Buildings and improvements ....................... 13,510,703 13,481,550
Machinery and equipment .......................... 32,856,003 30,379,639
Idle property held for sale ...................... 935,000 935,000
----------- -----------
48,136,924 45,631,407
Less accumulated depreciation .................... 21,815,910 18,969,056
----------- -----------
$26,321,014 $26,662,351
=========== ===========
Depreciation expense for the years ended December 31, 1996, 1995 and 1994
was $2,974,622, $2,933,835, and $2,597,735, respectively.
5. INCOME TAXES
The provision (benefit) for income taxes consists of the following:
Years Ended December 31,
-----------------------------------------
1996 1995 1994
---------- ---------- ---------
Current:
Federal ......................... $ 931,000 $ 654,000(a) $ --
Foreign ......................... 540,000 464,000(b) 162,000
State ........................... 65,000 54,000 9,000
---------- ---------- ---------
1,536,000 1,172,000 171,000
---------- ---------- ---------
Deferred:
Federal ......................... 268,000 (195,000) -
Foreign ......................... 121,000 245,000 (374,000)
---------- ---------- ---------
389,000 50,000 (374,000)
---------- ---------- ---------
$1,925,000 $1,222,000 $(203,000)
========== ========== =========
(a) Reduced by $177,000 for utilization of a net operating loss carryforward
and $175,000 of tax credits carryforwards.
(b) Reduced by $224,000 for utilization of a net operating loss carryforward.
F-12
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. INCOME TAXES (Continued)
A reconciliation of taxes on income at the federal statutory rate to
amounts provided is as follows:
Years Ended December 31,
-----------------------------------------
1996 1995 1994
----------- ----------- -----------
Tax provision (benefit) computed
at the Federal statutory rate.... $ 3,309,000 $ 3,169,000 $ (599,000)
Increase (decrease) in taxes
resulting from:
Lower tax rates applicable
to foreign operations ........... (1,349,000) (1,356,000) --
Utilization of Federal and
foreign net operating loss
carryforward and various
Federal tax credits ............. -- (576,000) --
Effect of unused U.S. tax
losses .......................... -- -- 163,000
Effect of unused foreign tax
losses .......................... -- -- 107,000
Other, net ....................... (35,000) (15,000) 126,000
----------- ----------- -----------
$ 1,925,000 $ 1,222,000 $ (203,000)
=========== =========== ===========
The types of temporary differences between the tax basis of assets and
liabilities and their financial reporting amounts that give rise to the deferred
tax liability and deferred tax asset and their approximate tax effects are as
follows:
December 31,
--------------------------------------------------
1996 1995
----------------------- ------------------------
Temporary Temporary
Difference Tax Effect Difference Tax Effect
---------- ---------- ---------- ----------
Depreciation ............. $4,420,000 $ 750,000 $3,780,000 $ 585,000
Net operating
loss carryforward ...... -- -- (904,000) (252,000)
Net unrealized
gain (loss) on
marketable
securities ............. -- -- 895,000 304,000
Other temporary
differences ............ (297,000) (101,000) (786,000) (267,000)
Valuation
allowances (1) ......... -- -- 904,000 252,000
---------- --------- ---------- ---------
$4,123,000 $ 649,000 $3,889,000 $ 622,000
========== ========= ========== =========
F-13
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. INCOME TAXES (Continued)
(1) Valuation allowances relate to net operating losses in foreign
countries as the realization of this deferred tax benefit is not more than
likely. Such net operating losses expired in 1996 associated with the closing
of a foreign facility.
It is management's intention to permanently reinvest a substantial portion
of the earnings of foreign subsidiaries in the expansion of its foreign
operations. No funds were repatriated during 1996, 1995 or 1994. Unrepatriated
earnings, upon which income taxes have not been accrued, amounted to
approximately $51,570,000 at December 31, 1996. The related amount of income
taxes would approximate $12,165,000.
F-14
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. OPERATIONS IN GEOGRAPHIC AREAS, FOREIGN OPERATIONS AND EXPORT SALES
Adjustments
United Foreign and
States Countries(1) Eliminations Consolidated
----------- ----------- ------------ ------------
1996
- ----
Sales to unaffiliated
customers ........................ $41,538,256 $23,919,265 $ - $65,457,521
Transfers between
geographic areas ................. 4,356,898 30,148,968 (34,505,866) -
----------- ----------- ------------ -----------
Total Revenues ............... $45,895,154 $54,068,233 $(34,505,866) $65,457,521
=========== =========== ============ ===========
Operating income .................. $ 1,500,248 $ 5,923,939 $ - $ 7,424,187
=========== =========== ============ ===========
Identifiable assets
as at December 31, 1996 .......... $21,716,125 $59,458,585 $ (9,560,702) $71,614,008
=========== =========== ============ ===========
1995
- ----
Sales to unaffiliated
customers ........................ $44,702,623 $26,003,688 $ - $70,706,311
Transfers between
geographic areas ................. 6,580,116 35,775,197 (42,355,313) -
----------- ----------- ------------ -----------
Total Revenues ............... $51,282,739 $61,778,885 $(42,355,313) $70,706,311
=========== =========== ============ ===========
Operating income .................. $ 1,155,081 $ 6,406,525 $ - $ 7,561,606
=========== =========== ============ ===========
Identifiable assets
as at December 31, 1995 .......... $23,407,811 $52,011,394 $(10,943,531) $64,475,674
=========== =========== ============ ===========
1994
- ----
Sales to unaffiliated
customers ........................ $25,917,319 $19,829,405 $ - $45,746,724
Transfers between
geographic areas ................. 1,674,378 17,256,984 (18,931,362) -
----------- ----------- ------------ -----------
Total Revenues ............... $27,591,697 $37,086,389 $(18,931,362) $45,746,724
=========== =========== ============ ===========
Operating (loss) .................. $ (621,758) $(1,439,225) $ - $(2,060,983)
=========== =========== ============ ===========
Identifiable assets
as at December 31, 1994 .......... $15,184,984 $44,958,132 $ (8,490,081) $51,653,035
=========== =========== ============ ===========
(1) Consist principally of operations in the Far East.
F-15
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. OPERATIONS IN GEOGRAPHIC AREAS, FOREIGN OPERATIONS
AND EXPORT SALES (Continued)
Transfers between geographic areas include raw materials manufactured in
the United States which are shipped to foreign countries to be manufactured into
finished products and finished products manufactured in foreign countries and
transferred to the United States for sale. Operating income (loss) represents
total revenue less operating expenses. In computing operating income (loss),
none of the following items have been included: interest income or expense,
other income and income taxes.
Identifiable assets are those assets of the Company that are identified
with the operations of each geographic area.
The territories of Hong Kong and Macau will revert to the People's Republic
of China pursuant to long-term land leases which expire in the middle of 1997
and the end of 1999, respectively. Management cannot presently predict what
impact, if any, the expiration of these leases will have on the Company or how
the political climate in China will affect its contractual arrangements in
China. Substantially all of the Company's manufacturing operations and
approximately 52% of its identifiable assets are located in Hong Kong, Macau,
and The People's Republic of China. Accordingly, events resulting from the
expiration of such leases could have a material adverse effect on the Company.
The Company's research and development facilities are located in
California, Indiana, and Hong Kong. Research and development costs amounted to
$3,529,000 in 1996, $3,384,000 in 1995 and $2,993,000 in 1994.
The Company had sales in excess of ten percent to customers who manufacture
electronic equipment as follows: The amounts and percentages were approximately
$12,853,000 (19.6%), $7,313,000 (11.2%) and $6,670,000 (10.2%) in 1996;
$9,163,000 (13%) and $8,606,000 (12%) in 1995 and $4,602,000 (10%) in 1994.
7. RETIREMENT FUND AND PROFIT SHARING PLAN
The Company maintains a domestic profit sharing plan, a contributory stock
ownership and savings 401(K) plan which combines stock ownership and individual
voluntary savings provisions to provide retirement benefits for plan
participants. The plan provides for participants to voluntarily contribute a
portion of their compensation, subject to certain legal maximums. The Company
will match, based on a sliding scale, up to $350 for the first $600 contributed
by each participant. Matching contributions plus additional discretionary
contributions will be made with Company stock. The expense for the years ended
December 31, 1996, 1995 and 1994 amounted to approximately $136,000, $137,000
and $125,000, respectively.
F-16
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. RETIREMENT FUND AND PROFIT SHARING PLAN (Continued)
The Company's Far East subsidiaries have a retirement fund covering
substantially all of their Hong Kong based full-time employees. Eligible
employees contribute up to 5% of salary to the fund. In addition, the Company
may contribute an amount equal to a percentage of eligible salary, as determined
by the Company, in cash or Company stock. The expense for the years ended
December 31, 1996, 1995 and 1994 amounted to approximately $267,000, $311,000
and $345,000, respectively. The Company has agreed to repurchase its stock, if
no market exists, should it be requested to do so by the trustees of the
Company's Far East plan. As of December 31, 1996, the Fund owned 16,847 shares
of Bel Fuse Inc. common stock.
8. STOCK OPTION PLAN
The Company has a Qualified Stock Option Plan (the "Plan") which provides
for the granting to key employees of "Incentive Stock Options" within the
meaning of Section 422 of the Internal Revenue Code of 1954, as amended. The
Plan provides for the issuance of 700,000 shares. Substantially all options
outstanding become exercisable twenty-five (25%) percent one year from the date
of grant and twenty-five (25%) percent for each year of the three years
thereafter. The price of the options granted pursuant to the plan will not be
less than 100 percent of the fair market value of the shares on the date of
grant. An option may not be exercised within one year from the date of grant and
no option will be exercisable after five years from the date granted. The
Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation".
Accordingly, no compensation cost has been recognized for the stock options
awarded. Had compensation cost for the Company's stock option plan been
determined based on the fair value at the grant date for awards in 1996
consistent with the provisions of SFAS No. 123, the Company's net earnings and
earnings per share would have been reduced to the pro forma amounts indicated
below:
Net earnings - as reported ....................... $7,805,530
Net earnings - pro forma ......................... $7,667,434
Earnings per share - as reported ................. $1.54
Earnings per share - pro forma ................... $1.51
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 1996: dividends yield of -0-%, expected
volatility of 52%, risk-free interest rate of 5.1%, and expected lives of
6 years.
On May 26, 1994, the Company cancelled 103,500 options to employees
exercisable at $9.125 to $9.75 per share and regranted them at an option price
of $6.50 per share (market value at May 26, 1994). On May 26, 1994, the Company
granted options to employees covering 43,000 shares at option prices of $6.50 to
$7.00 per share and on September 27, 1994, 40,000 options to officers of the
Company at an option price of $7.70 per share.
F-17
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. STOCK OPTION PLAN (Continued)
Information regarding the Company's Plan for 1996, 1995 and 1994 is as follows:
1996 1995 1994
-------------------------- ------------------------ ------
Weighted- Weighted-
Average Average
Exercise Exercise
Shares Price Shares Price Shares
-------- -------- ------ -------- ------
Options outstanding,
beginning of year ................ 142,000 $6.92 242,750 $5.73 203,782
Options exercised ................. (19,375) 6.55 (86,250) 3.60 (30,907)
Options granted ................... 71,000 14.00 - - 186,500
Options cancelled ................. (7,625) 8.59 (14,500) 3.60 (116,625)
------- ---- -------- ----- -------
Options outstanding,
end of year ...................... 186,000 $9.59 142,000 $6.92 242,750
======= ===== ======= ===== =======
Options price range
at end of year ................... $6.50 to $14.00 $3.75 to $7.70 - $2.34 to $7.70
Option price range for
exercised shares ................. $3.75 to $7.00 $2.34 to $7.00 - $2.34 to $3.75
Options available for
grant at end of year ............. 155,000 218,375 - 203,875
Weighted-average fair value
of options, granted during
the year ......................... $7.78 $ - $ - $ - $ -
The following table summarizes information about fixed-price stock options outstanding
at December 31, 1996:
Weighted-
Number Average Weighted Number Weighted-
Range of Outstanding Remaining Average Exercisable Average
Exercise at December Contractual Exercise at December Exercise
Prices 31, 1996 Life Price 31, 1996 Price
-------- ----------- ----------- --------- ----------- -------
$ 6.50 to $ 7.70 ................. 117,000 3 years $ 7.00 41,000 $ 7.16
$14.00 ........................... 69,000 5 years $14.00 -- --
- ---------------- ------- ------
$ 6.50 to $14.00 ................. 186,000 41,000
================ ======= ======
9. RELATED PARTY TRANSACTIONS
At December 31, 1996 accrued expenses includes compensation payable to the
Company's President in the amount of $100,000.
F-18
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. COMMITMENTS AND CONTINGENCIES
LEASES
The Company leases various facilities. Certain of these leases require the
Company to pay certain executory costs (such as insurance and maintenance).
Future minimum lease payments for operating leases are approximately as
follows:
Years Ending December 31,
1997 ..................................... $391,000
1998 ..................................... 287,000
1999 ..................................... 184,000
2000 ..................................... 65,000
Thereafter ............................... 55,000
--------
$982,000
========
Rental expense was approximately $442,000, $474,000 and $318,000 for the
years ended December 31, 1996, 1995 and 1994, respectively.
CREDIT FACILITIES
The Company has two domestic unsecured lines of credit amounting to
$5,000,000 which was unused at December 31, 1996. The lines of credit are
renewable annually.
The Company's Hong Kong subsidiary has an unsecured line of credit of
approximately $2,000,000 which expires in August, 1997 and was unused at
December 31, 1996. Borrowing on the line of credit is guaranteed by the U.S.
parent.
PRODUCTION ARRANGEMENTS
The Company's Hong Kong subsidiary has an agreement with a contractor in
the People's Republic of China for the assembly of electronic components. The
Company advanced the contractor monies for the construction of a 50,000 square
foot facility of which $226,000 is outstanding at December 31, 1996. The Company
is obligated to the contractor in the amount of approximately $259,000 a year
through 2003 for minimum labor charges which will be offset in part by the
$226,000 owed to the Company by the contractor.
LITIGATION
In March 1996, legal proceedings were commenced relating to a claim by a
former investment banker of the Company seeking certain fees in connection with
the Company's acquisition of common stock of Pulse Engineering, Inc. ("Pulse")
and the subsequent acquisition of Pulse by Technitrol, Inc. This claim was
settled during December, 1996. The settlement did not have a material impact on
the Company's financial position or results of operations.
F-19
BEL FUSE INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA
(UNAUDITED)
Total Year
Ended
March 31, June 30, September 30, December 31, December 31,
1996 1996 1996 1996 1996
----------- ----------- ----------- ----------- -----------
Net sales .................... $17,262,328 $16,143,604 $14,426,471 $17,625,118 $65,457,521
Gross profit ................. 5,221,978 4,820,460 3,805,931 5,069,687 18,918,056
Net earnings ................. 2,232,909 2,186,273 1,231,936 2,154,412 7,805,530
Earnings per share (1) ....... $.44 $.43 $.24 $.42 $1.54
Total Year
Ended
March 31, June 30, September 30, December 31, December 31,
1995 1995 1995 1995 1995
----------- ----------- ----------- ----------- -----------
Net sales .................... $15,849,971 $18,110,282 $17,567,632 $19,178,426 $70,706,311
Gross profit ................. $ 4,212,339 $ 4,720,512 $ 4,977,803 $ 6,205,601 $20,116,255
Net earnings ................. $ 1,473,572 $ 1,496,735 $ 1,979,700 $ 3,148,068 $ 8,098,075
Earnings per share (1) ....... $.30 $.30 $.39 $.62 $1.62
(1) Earnings per share is computed on a quarterly basis. The quarterly amounts of earnings per share may not
agree to the total for the year.
F-20
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS OF THE REGISTRANT
The Company hereby incorporates by reference the applicable information
from its definitive proxy statement for its 1997 Annual Meeting of Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
The Company hereby incorporates by reference the applicable information
from its definitive proxy statement for its 1996 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The Company hereby incorporates by reference the applicable information
from its definitive proxy statement for its 1997 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company hereby incorporates by reference the applicable information
from its definitive proxy statement for its 1997 Annual Meeting of Shareholders.
-18-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
Page
----------
(a)
1. Financial statements filed as a part of this report:
Independent Auditors' Report ............................ F-1
Consolidated Balance Sheets as of December 31,
1996 and 1995 ......................................... F-2 - F-3
Consolidated Statements of Operations for Each
of the Three Years in the Period Ended
December 31, 1996 ..................................... F-4
Consolidated Statements of Stockholders' Equity
for Each of the Three Years in the Period
Ended December 31, 1996 ............................... F-5
Consolidated Statements of Cash Flows for Each
of the Three Years in the Period Ended
December 31, 1996 ..................................... F-6 - F-8
Notes to Consolidated Financial Statements .............. F-9 - F-19
Selected Quarterly Financial Data - Years Ended
December 31, 1996 and 1995 (Unaudited) ................ F-20
2. Financial statement schedules filed as part of
this report:
Schedule II: Valuation and Qualifying Accounts ......... S-1
All other schedules are omitted because they are
inapplicable, not required or the information is included
in the financial statements or notes thereto.
(b)
3. Exhibits filed as part of this report.
-19-
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K (Continued)
Exhibit No.:
------------
3.1 Certificate of Incorporation, as amended -- Incorporated
by reference to Exhibit 3.1 of the Company's Annual Report
on Form 10-K for the year ended December 31, 1992.
3.2 By-laws, as amended, are hereby incorporated by reference
to Exhibit 4.2 of the Company's Registration Statement on
Form S-2 (Registration No. 33-16703) filed with the
Securities and Exchange Commission on August 25, 1987.
10.1 Agency agreement dated October 1, 1988 between Bel Fuse Ltd.
and Rush Profit Ltd. -- Incorporated by reference to Exhibit
10.1 of the Company's annual report on Form 10-K for the
year ended December 31, 1994.
10.2 Contract dated March 16, 1990 between Accessorios
Electronicos (Bel Fuse Macau Ltd.) and the Government of Macau.
-- Incorporated by reference to Exhibit 10.2 of the
Company's annual report on Form 10-K for the year ended
December 31, 1994.
10.3 Loan agreement dated February 14, 1990 between Bel Fuse, Ltd.
(as lender) and Luen Fat Lee Electronic Factory (as borrower).
- Incorporated by reference to Exhibit 10.3 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1995.
10.4 Lease dated March 20, 1992 between the Company's Central
Coil Company, Inc. subsidiary (as lessee) and lessor. --
Incorporated by reference to Exhibit 10.12 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1991.
10.5 Stock Option Plan - Incorporated by reference to Exhibit
28.1 of the Company's Registration Statement on Form S-8
(Registration No. 33-53462) filed with the Securities and
Exchange Commission on October 20, 1992.
10.6 Contract for purchase of the new manufacturing and office
space of the Company's Macau subsidiary located in Macau,
dated May 4, 1993 between Fundicio e Construciones Mecanicas
(Macau) S.A.R.L. (seller) and Accessorios Electronicos "Bel
Fuse" Macau LDA (buyer) -- Incorporated by reference to
Exhibit 10-11 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1993.
-20-
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K (Continued)
Exhibit No.:
------------
11.1 A statement regarding the computation of earnings per share
is omitted because such computation can be clearly
determined from the material contained in this Annual Report
on Form 10-K.
22.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Auditors.
27.1 Financial Data Schedule.
(c) The Company did not file any reports on Form 8-K during the quarter
ended December 31, 1996.
-21-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
BEL FUSE, INC.
By: /s/ DANIEL BERNSTEIN
--------------------------------
Daniel Bernstein, President
Dated: March 28, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ ELLIOT BERNSTEIN Chairman of the Board
- ------------------------- and Director (Principal March 28, 1997
Elliot Bernstein Executive Officer)
/s/ DANIEL BERNSTEIN President, (Principal
- ------------------------- Financial and Accounting March 28, 1997
Daniel Bernstein Officer) and Director
/s/ HOWARD B. BERNSTEIN Director March 28, 1997
- -------------------------
Howard B. Bernstein
/s/ ROBERT H. SIMANDL Director March 28, 1997
- -------------------------
Robert H. Simandl
/s/ PETER GILBERT Director March 28, 1997
- -------------------------
Peter Gilbert
/s/ JOHN TWEEDY Director March 28, 1997
- -------------------------
John Tweedy
Director March 28, 1997
- -------------------------
John Johnson
-22-
SUBSIDIARIES OF BEL FUSE INC.
Jurisdiction of
Name Incorporation
---- -------------
Bel Fuse Limited Hong Kong
Bel Fuse Macau LDA Macau
Bel Hybrids and Magnetics Inc. Indiana
Bel Fuse Acquisition Corporation Delaware
Bel Fuse Europe Ltd. United Kingdom
BEL FUSE INC. AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Additions
-------------------------
(1) (2)
Charged Charged
Balance at to profit to other Balance
Beginning and loss accounts Deductions at close
Description of period or income (describe) (describe) of period
----------- --------- --------- ---------- ---------- ---------
Year ended December 31, 1996
Allowance for doubtful accounts $155,000 $ 40,000 $ -- $ -- $195,000
======== ======== ======== ======== ========
Allowance for excess and obsolete
inventory $141,000 $600,000 $ -- $641,000(a) $100,000
======== ======== ======== ======== ========
Year ended December 31, 1995
Allowance for doubtful accounts $ 70,000 $ 85,000 $ -- $ -- $155,000
======== ======== ======== ======== ========
Allowance for excess and obsolete
inventory $ -- $141,000 $ -- $ -- $141,000
======== ======== ======== ======== ========
Year ended December 31, 1994
Allowance for doubtful accounts $ 70,000 $ 16,175 $ -- $ 16,175(a) $ 70,000
======== ======== ======== ======== ========
- ---------------
(a) Write offs.
S-1
INDEPENDT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statements
(2-93572, 33-45809 and 33-53462) on Forms S-8 of Bel Fuse Inc. of our report
dated March 4, 1997 appearing in this Annual Report on Form 10-K of Bel Fuse
Inc. for the year ended December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
Deloitte & Touche LLP
March 26, 1997
New York, New York
5
1
YEAR
DEC-31-1996
DEC-31-1996
23,498,491
2,981,020
9,061,440
195,000
8,411,540
44,337,503
48,136,924
21,815,910
71,614,008
7,464,911
0
0
0
507,082
62,892,015
71,614,008
65,457,521
65,457,521
46,539,465
58,033,334
0
0
0
9,730,530
1,925,000
0
0
0
0
7,805,530
1.54
0
