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 March 31, 2002
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.)
206 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 April 30, 2002, there were 2,676,225 shares of Class A Common Stock,
$.10 par value, outstanding and 8,236,992 shares of Class B 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
March 31, 2002 (unaudited) and
December 31, 2001 ....................... 2 - 3
Consolidated Statements of
Operations for the Three Months Ended
March 31, 2002 and 2001 (unaudited) ..... 4
Consolidated Statements of Stockholders'
Equity for the Three Months Ended
March 31, 2002 .......................... 5
Consolidated Statements of
Cash Flows for the Three
Months Ended March 31,
2002 and 2001 (unaudited) ............... 6 - 7
Notes to Consolidated Financial
Statements (unaudited) .................. 8 - 11
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations ........................... 12 - 19
Item 3. Quantitative and Qualitative
Disclosures About Market Risk ........... 19
Part II. Other Information
Item 1. Legal Proceedings ............................................ 20
Item 6. Exhibits and Reports on Form 8-K ............................. 20
Signatures ............................................................. 21
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, 2001.
The results of operations for the three month period ended March 31, 2002
and 2001 are not necessarily indicative of the results for the entire fiscal
year or for any other period.
-1-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, December 31,
2002 2001
------------ ------------
(Unaudited)
Current Assets:
Cash and cash equivalents ......................... $ 68,878,701 $ 69,278,574
Marketable securities ............................. 2,350,913 2,342,663
Accounts receivable, less allowance
for doubtful accounts of $945,000 and $945,000 ... 10,217,747 9,814,914
Inventories ....................................... 14,397,786 13,870,822
Prepaid expenses and other current
assets ........................................... 523,667 269,275
Refundable income taxes ........................... 841,280 826,859
Deferred income taxes ............................. 849,000 817,000
------------ ------------
Total Current Assets ............................. 98,059,094 97,220,107
------------ ------------
Property, plant and equipment-net ...................... 35,641,311 36,353,951
Goodwill and intangible assets-net of
amortization of $6,167,224 and $5,811,188 ......... 13,297,485 13,653,521
Other assets ........................................... 271,945 288,943
------------ ------------
TOTAL ASSETS ..................................... $147,269,835 $147,516,522
============ ============
See notes to consolidated financial statements.
-2-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, December 31,
2002 2001
------------ ------------
(Unaudited)
Current Liabilities:
Accounts payable ....................... $ 4,993,843 $ 4,624,185
Accrued expenses ....................... 8,598,162 8,492,425
Dividends payable ...................... 410,000 405,000
------------ ------------
Total Current Liabilities ............. 14,002,005 13,521,610
Deferred income taxes ....................... 4,470,000 4,532,000
------------ ------------
Total Liabilities ..................... 18,472,005 18,053,610
------------ ------------
Stockholders' Equity:
Preferred stock, no par value -
authorized 1,000,000 shares;
none issued .......................... -- --
Class A common stock, par value
$.10 per share - authorized
10,000,000 shares; outstanding
2,676,225 and 2,664,637 shares
(net of 1,072,770 treasury shares) ... 267,623 266,464
Class B common stock, par value
$.10 per share - authorized
30,000,000 shares; outstanding
8,233,492 and 8,105,117 shares
(net of 3,218,310 treasury shares) ... 823,349 810,512
Additional paid-in capital ............. 13,226,392 11,674,768
Retained earnings ...................... 114,468,538 116,699,114
Cumulative other comprehensive
income ................................ 11,928 12,054
------------ ------------
Total Stockholders' Equity ............ 128,797,830 129,462,912
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY ............................... $147,269,835 $147,516,522
============ ============
See notes to consolidated financial statements.
-3-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended
March 31,
--------------------------------
2002 2001
------------ ------------
Sales ...................................... $ 16,514,002 $ 33,703,785
------------ ------------
Costs and Expenses:
Cost of sales ......................... 14,360,623 20,271,565
Selling, general and
administrative expenses .............. 4,094,154 5,625,144
------------ ------------
18,454,777 25,896,709
------------ ------------
Income (loss) from operations .............. (1,940,775) 7,807,076
Other income - net ......................... 252,199 825,606
------------ ------------
Earnings (loss) before income taxes ........ (1,688,576) 8,632,682
Income tax provision ....................... 132,000 1,056,000
------------ ------------
Net earnings (loss) ........................ $ (1,820,576) $ 7,576,682
============ ============
Basic earnings (loss) per common share ..... $ (0.17) $ 0.71
============ ============
Diluted earnings (loss) per common share ... $ (0.17) $ 0.68
============ ============
Weighted average number of
common shares outstanding-basic ........... 10,846,614 10,670,548
============ ============
Weighted average number of
common shares outstanding and
potential common shares - diluted ......... 10,846,614 11,130,130
============ ============
See notes to consolidated financial statements.
-4-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Cumulative
Other
Compre- Compre- Class A Class B Additional
hensive Retained hensive Common Common Paid-In
Total Income (loss) Earnings Income Stock Stock Capital
------------ ------------- ------------- ---------- -------- ----------- -----------
Balance, January 1, 2001 ......... $141,016,080 $ 130,470,576 $ 61,889 $264,683 $ 799,379 $ 9,419,553
Exercise of stock
options ........................ 1,328,129 1,781 11,133 1,315,215
Tax benefits arising
from the non-qualified
disposition of
incentive stock options ........ 382,000 382,000
Cash dividends on Class B
common stock ................... (1,609,490) (1,609,490)
Modifications of terms of
stock option ................... 533,000 533,000
Currency translation
adjustment ..................... 3,165 $ 3,165 3,165
Issuance of common stock warrants
for consulting services ........ 25,000 25,000
Decrease in marketable
securities-net of taxes ........ (53,000) (53,000) (53,000)
Net loss ......................... (12,161,972) (12,161,972) (12,161,972)
-------------
Comprehensive loss ......... $ (12,211,807)
=============
------------ ------------- ---------- -------- ----------- -----------
Balance, December 31, 2001 ....... 129,462,912 116,699,114 12,054 266,464 810,512 11,674,768
Exercise of stock options ........ 1,485,620 1,159 12,837 1,471,624
Tax benefit arising from the
non-qualified disposition of
incentive stock options ........ 80,000 80,000
Cash dividends on Class B
common stock ................... (410,000) (410,000)
Currency translation adjustment .. (126) $ (126) (126)
Net loss ......................... (1,820,576) (1,820,576) (1,820,576)
-------------
Comprehensive loss ......... $ (1,820,702)
=============
------------ ------------- ---------- -------- ----------- -----------
Balance, March 31, 2002 .......... $128,797,830 $ 114,468,538 $ 11,928 $267,623 $ 823,349 $13,226,392
============ ============= ========== ======== =========== ===========
See notes to consolidated financial statements.
-5-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
March 31,
-----------------------------
2002 2001
------------ ------------
Cash flows from operating activities:
Net income (loss) ........................ $ (1,820,576) $ 7,576,682
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation and amortization ............ 1,616,275 1,653,764
Deferred income taxes .................... (95,000) 328,000
Other .................................... 80,000 170,000
Changes in operating assets and
liabilities ............................. (713,467) (5,607,682)
------------ ------------
Net Cash Provided by (used in)
Operating Activities .................. (932,768) 4,120,764
------------ ------------
Cash flows from investing activities:
Purchase of property, plant and
equipment .................................... (547,599) (2,704,527)
Purchase of marketable securities ............. (2,207,376) --
Proceeds from sale of marketable
securities ................................... 2,200,000 --
------------ ------------
Net Cash Used in Investing Activities .... (554,975) (2,704,527)
------------ ------------
Cash flows from financing activities:
Loan repayments ............................... 7,250 7,250
Proceeds from exercise of stock options ....... 1,485,620 330,747
Dividends paid to common shareholders ......... (405,000) (399,700)
------------ ------------
Net Cash Provided by (used in)
Financing Activities ..................... 1,087,870 (61,703)
------------ ------------
Net increase (decrease) in Cash ................ (399,873) 1,354,534
Cash and Cash Equivalents -
beginning of period ........................... 69,278,574 62,587,033
------------ ------------
Cash and Cash Equivalents -
end of period ................................. $ 68,878,701 $ 63,941,567
============ ============
See notes to consolidated financial statements.
(Continued)
-6-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
(unaudited)
Three Months Ended
March 31,
-----------------------------
2002 2001
--------- -----------
Changes in operating assets and
liabilities consist of:
(Increase) decrease in accounts
receivable .............................. $(402,833) $ 6,057,119
Increase in inventories ................... (526,964) (3,768,484)
Increase in prepaid expenses and
other current assets .................... (261,642) (310,512)
Increase in prepaid taxes ................. (14,421) --
Decrease in other assets .................. 16,998 9,940
Increase (decrease) in accounts payable ... 369,658 (5,877,888)
Increase (decrease) in accrued expenses ... 105,737 (1,717,857)
--------- -----------
$(713,467) $(5,607,682)
========= ===========
Supplementary information:
Cash paid during the period for:
Income taxes .............................. $ 135,000 $ 603,000
========= ===========
See notes to consolidated financial statements.
-7-
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated balance sheet as of March 31, 2002, and the consolidated
statements of operations, stockholders' equity and cash flows for the periods
presented herein 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, stockholders' equity and cash flows for all periods presented have
been made. The information for December 31, 2001 was derived from audited
financial statements.
2. Acquisitions
On May 11, 2001, the Company acquired 100% of the common stock of E-Power
Ltd. ("E-Power") and the assets and then existing business of Current Concepts,
Inc. ("Current Concepts") for an aggregate of $6,285,000 in cash (including
acquisition expenses). The Company will be required to make contingent purchase
price payments of up to approximately $7.6 million should the acquired companies
reach various sales levels. The transactions were accounted for using the
purchase method of accounting and, accordingly, the results of operations of
Current Concepts and E-Power have been included in the Company's consolidated
financial statements since the date of acquisition. Purchase price allocations
were based on independent appraisals. The excess of the purchase price over the
net assets acquired is $5.7 million and is being amortized on a straight-line
basis over a period of four to fifteen years. The Company discontinued the
amortization of goodwill effective January 1, 2002 and will measure the
impairment of goodwill in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 142 (See Note 5 of Notes to Consolidated Financial
Statements). The following unaudited pro forma summary results of operations
assumes that both Current Concepts and E-Power had been acquired as of January
1, 2001:
Three Months Ended
March 31,
2001
------------
Sales ................................... $ 33,705,315
Net Income .............................. 7,109,258
Earnings per share-diluted .............. $ 0.64
The information above is not necessarily indicative of the results of
operations that would have occurred if the acquisitions had been consummated as
of January 1, 2001, nor should such information be construed as being a
representation of the future results of operations of the Company.
-8-
3. Earnings (Loss) Per Share
Basic earnings (loss) per common share are computed using the weighted
average number of common shares outstanding during the period. Diluted earnings
per common share are computed using the weighted average number of common shares
and potential common shares outstanding during the period. For the three months
ended March 31, 2002 potential common shares were not used in the computation of
diluted loss per common share as their effect would be antidilutive.
4. Business Segment Information
The Company does not have reportable operating segments as defined in
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information". The method for attributing revenues
for interim purposes is based on total shipments from the country of origination
less intergeographic revenues. The Company operates facilities in the United
States, Europe and the Far East. The primary criteria by which financial
performance is evaluated and resources are allocated include revenues and
operating income. The following is a summary of key financial data:
Three Months Ended
March 31,
---------------------------------
2002 2001
------------ ------------
Total Revenues:
United States ................... $ 6,837,112 $ 16,353,069
Asia ............................ 16,107,522 36,236,293
Less intergeographic revenues ... (6,430,632) (18,885,577)
------------ ------------
$ 16,514,002 $ 33,703,785
============ ============
Income (loss) from Operations:
United States ................... $ 338,420 $ 1,052,321
Asia ............................ (2,279,195) 6,754,755
------------ ------------
$ (1,940,775) $ 7,807,076
============ ============
-9-
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Recent Accounting Pronouncements
Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities, is effective for all fiscal years
beginning after June 15, 2000. SFAS 133, as amended, establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. Under SFAS
133, certain contracts that were not formerly considered derivatives may now
meet the definition of a derivative. The Company adopted SFAS 133 effective
January 1, 2001. The adoption of SFAS 133 has not had a significant impact on
the consolidated financial position, results of operations, or cash flows of the
Company.
On June 29, 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and
Intangible Assets." The major provisions of SFAS No. 141 were as follows: all
business combinations initiated after June 30, 2001 must use the purchase method
of accounting; the pooling of interest method of accounting is prohibited. SFAS
No. 142 eliminated the amortization of goodwill and certain other intangibles
and requires an impairment test of their carrying value. An initial impairment
test of goodwill and certain other intangibles must be completed in the year of
adoption with at least an annual impairment test thereafter. On January 1, 2002,
the Company adopted SFAS No. 142. The Company completed the initial impairment
tests in the first quarter of 2002, which did not result in an impairment of
goodwill or certain other intangibles. The provisions of SFAS No. 142 are
effective for periods after adoption and retroactive application is not
permitted. Therefore, the historical results of periods prior to 2002 in the
Company's Consolidated Statements of Operations do not reflect the effect of
SFAS No. 142 and, accordingly, the first quarter of 2001 includes amortization
expense of $0.2 million in "Selling, general and administrative expenses" ($0.19
million after tax or $0.02 per diluted share).
-10-
The following information represents pro forma net income (loss) and
earnings (loss) per share assuming the adoption of SFAS No. 142 in the first
quarter of 2001:
For the Three Months
Ended March 31,
------------------------------
2002 2001
----------- ----------
Reported net income (loss) ............................. $(1,820,576) $7,576,682
Addback: Goodwill amortization (net of income tax) ... -- 189,200
----------- ----------
Adjusted net income (loss) ............................. $(1,820,576) $7,765,882
=========== ==========
Basic earnings (loss) per share:
Reported net income (loss) ............................. $ (0.17) $ 0.71
Addback: Goodwill amortization ....................... -- 0.02
----------- ----------
Adjusted net income (loss) ............................. $ (0.17) $ 0.73
=========== ==========
Diluted earnings (loss) per share:
Reported net income (loss) ............................. $ (0.17) $ 0.68
Addback: Goodwill amortization ....................... -- 0.02
----------- ----------
Adjusted net income (loss) ............................. $ (0.17) $ 0.70
=========== ==========
In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations". SFAS No. 143 addresses financial accounting and reporting for
obligations and costs associated with the retirement of tangible long-lived
assets. The Company is required to implement SFAS No. 143 on January 1, 2003,
and has not yet determined the impact that this statement will have on its
results of operations or financial position.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", effective for fiscal years
beginning after December 15, 2001. Under SFAS No. 144 assets held for sale will
be included in discontinued operations if the operations and cash flows will be
or have been eliminated from the ongoing operations of the entity and the entity
will not have any significant continuing involvement in the operations of the
component. The Company adopted SFAS No. 144 on January 1, 2002. The adoption of
SFAS No. 144 did not have a material impact on the Company's results of
operations or financial position.
-11-
Management's Discussion and Analysis of Financial Condition and Results of
Operations
The Company's quarterly and annual operating results are affected by a wide
variety of factors that could materially and adversely affect revenues and
profitability, including the following: (a) the dramatic impact of current
conditions in the telecommunications market on the Company's customers; (b) the
general conditions in the electronics industry; (c) the risk that the Company
may be unable to respond adequately to rapidly changing technology developments
in its industry; (d) risks associated with the Company's Far East operations;
(e) the highly competitive nature of the Company's industry and the impact that
competitors' new products and pricing may have upon the Company; (f) 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; (g) the Company's reliance on certain substantial customers; (h)
risks associated with the Company's ability to manufacture and deliver products
in a manner that is responsive to its customers' needs; (i) the risk of foreign
currency fluctuations; and (j) other market and competitive factors impacting
the Company's customers. As a result of these and other factors, the Company may
experience material fluctuations in future operating results on a quarterly or
annual basis, which could materially and adversely affect its business,
financial condition, operating results, and stock prices. Furthermore, this
document and other documents filed by the Company with the Securities and
Exchange Commission (the "SEC") contain certain Forward-Looking Statements under
the Private Securities Litigation Reform Act of 1995 ("Forward-Looking
Statements") with respect to the business of the Company. These Forward-Looking
Statements are subject to certain risks and uncertainties, including those
mentioned above, and those detailed in Item 1 of the Company's Annual Report on
Form 10-K for the year ended December 31, 2001, which could cause actual results
to differ materially from these Forward-Looking Statements. The Company
undertakes no obligation to publicly release the results of any revisions to
these Forward-Looking Statements which may be necessary to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. An investment in the Company involves various risks,
including those mentioned above and those which are detailed from time to time
in the Company's SEC filings.
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 infer
any conclusion that such results, causes or trends will necessarily continue in
the future.
Critical Accounting Policies
The Company's discussion and analysis of its financial condition and
results of operations are based upon the Company's consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires the Company to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, the
Company evaluates its estimates, including those related to product returns, bad
debts, inventories, intangible assets, investments, income taxes and
contingencies and litigation. The Company bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
-12-
The Company believes the following critical accounting policies affect its
more significant judgments and estimates used in the preparation of its
consolidated financial statements. The Company maintains allowances for doubtful
accounts for estimated losses resulting from the inability of its customers to
make required payments. If the financial condition of the Company's customers
were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be required.
The Company makes purchasing decisions principally based upon firm sales
orders from customers, the availability and pricing of raw materials and
projected customer requirements. Future events that could adversely affect these
decisions and result in significant charges to the Company's operations include
a slow down in customer demand, such as the Company is currently experiencing,
customers delaying the issuance of sales orders to the Company, miscalculating
customer requirements, technology changes which render the raw materials and
finished goods obsolete, and cancellation or loss of customers and/or
cancellation of sales orders. The Company writes down its inventory for
estimated obsolescence or unmarketable inventory equal to the difference between
the cost of inventory and the estimated market value based upon the
aforementioned assumptions. If actual market conditions are less favorable than
those projected by management, additional inventory write-downs may be required.
The Company seeks sales and profit growth by expanding its existing
customer base, developing new products and by pursuing strategic acquisitions
that meet the Company's criteria relating to (I) the market for the products;
(ii) the Company's ability to efficiently manufacture the product; (iii)
synergies that are created by the acquisition; and (iv) a purchase price that
represents fair value. If the Company's evaluation of a target company misjudges
its technology, estimated future sales or profitability levels, or ability to
keep pace with the latest technology, these factors could impair the value of
the investment, which could materially adversely affect the Company's
profitability.
The Company files income tax returns in every jurisdiction in which it has
reason to believe it is subject to tax. Historically, the Company has been
subject to examination by various taxing jurisdictions. To date, none of these
examinations has resulted in any material additional tax. Nonetheless, any tax
jurisdiction may contend that a filing position claimed by the Company regarding
one or more of its transactions is contrary to that jurisdiction's laws or
regulations.
-13-
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
--------------------
Three Months Ended
March 31,
--------------------
2002 2001
----- -----
Net sales ............................................. 100.0% 100.0%
Cost of sales ......................................... 87.0 60.1
Selling, general and administrative expenses ......... 24.8 16.7
Other income - net .................................... 1.5 2.4
Earnings (loss) before income tax provision ........... (10.2) 25.6
Income tax provision .................................. 0.8 3.1
Net earnings (loss) ................................... (11.0) 22.5
The following table sets forth, for the period indicated, the percentage
increase (decrease) of items included in the Company's consolidated statements
of operations.
Increase (Decrease)
from Prior Period
---------------------------
Three Months Ended
March 31, 2002
compared with the Three
Months Ended March 31, 2001
---------------------------
Net sales ............................................... (51.0)%
Cost of sales ........................................... (29.2)
Selling, general and administrative expenses ............ (27.2)
Other income - net ...................................... (69.5)
Earnings (loss) before income tax provision ............. (119.6)
Income tax provision .................................... (87.5)
Net earnings (loss) ..................................... (124.0)
-14-
Three Months ended March 31, 2002 vs.
Three Months ended March 31, 2001
Overview
The Company believes that the worst of the slowdown in the global
electronics industry may now be over. While business conditions remain
difficult, the Company believes that there are positive indications that suggest
that conditions should improve for the Company and the industry. Backlog is
rising, and the Company sees signs that some momentum is being re-established in
several key product areas. The Company currently expects to report improved top
and bottom line performance in the second quarter of 2002 compared to the first
quarter with further improvement likely in the year's second half.
The statements in the immediately preceding paragraph represent
Forward-Looking Statements. Actual results could differ substantially from such
projections as a result of the factors referenced above.
Sales
Net sales decreased 51.0% from $33,703,785 during the first three months of
2001 to approximately $16,514,002 during the first three months of 2002. The
Company attributes this decrease to the decline in demand affecting the global
electronics industry. Although all product lines experienced sales decreases
except for integrated connector modules ("ICM"), the telecommunications and
networking segments were particularly depressed. The Company is experiencing
both volume reductions and price degradation as customers take aggressive price
positions.
Demand for the Company's expanding line of integrated connector modules
remain healthy. The Company is also pleased by the steady progress it is making
in its new Power division, and in the development of additional products in the
Company's line of surface mount magnetic components for high-speed transmission
and networking applications. At the same time, manufacturing overhead and
variable expenses have been dramatically reduced, which should contribute to
improved profitability as sales begin to recover.
Cost of Sales
Cost of sales as a percentage of net sales increased from 60.1% during the
first three months of 2001 to 87.0% in 2002. The increase in the cost of sales
percentage is primarily attributable to manufacturing inefficiencies due to
reduced sales volume, sales with lower or no gross profit margins and a change
in the Company's sales mix.
The Company expects to incur additional severance and employee relocation
charges of up to approximately $1,000,000 (net of taxes) during the next nine
months of 2002. This projection represents a Forward-Looking Statement. Actual
results could differ materially from this statement, depending in large part
upon market conditions in the Company's industry.
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Selling, General and Administrative Expenses
The percentage relationship of selling, general and administrative expenses
to net sales increased from 16.7% during the first three months of 2001 to 24.8%
during the first three months of 2002. The Company attributes the percentage
increase primarily to decreased sales. Selling, general and administrative
expenses decreased in dollar amount by approximately 27.2%. The Company
attributes the decrease in dollar amount of such expenses to reduced sales
related expenses and the elimination of the amortization of goodwill.
Other Income - net
Other income, consisting principally of interest earned on cash and cash
equivalents, decreased by approximately $573,000 during the first three months
of 2002 compared to the first three months of 2001. The decrease is due to the
lower interest income due to lower interest rates earned on cash and cash
equivalents.
Income Tax Provision
The provision for income taxes for the first three months of 2002 was
$132,000 as compared to $1,056,000 for the first three months of 2001. The
decrease in the provision is due primarily to a loss before income taxes for the
next three months of 2002 versus earnings before income taxes for the first
three months of 2001.
Cost Control Measures
In light of the current market in the Company's industry, the Company
continues to review its operating structures in efforts to control costs. Such
measures can be expected to result in a consolidation of the Company's U.S.
research and development operations and the recognition of related charges in
future periods. The Company expects to incur additional severance and employee
relocation charges of up to approximately $1.0 million (net of taxes) during the
next nine months of 2002. The description of this expectation constitutes a
Forward Looking Statement. Actual results could differ materially from such
expectation as a result of a number of factors, including the Company's ability
to effect its relocation plans, the economic condition of the Company's industry
and other factors that relate to the extent to which the Company is able to
restore its profitability.
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 or
currencies linked to the U.S. dollar.
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Liquidity and Capital Resources
Historically, the Company has financed its capital expenditures primarily
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. Such statement constitutes a Forward Looking Statement. Factors which
could cause the Company to require additional capital include, among other
things, a further softening in the demand for the Company's existing products,
an inability to respond to customer demand for new products, potential
acquisitions requiring substantial capital, future expansion of the Company's
operations and net losses that could result in net cash being used in operating,
investing and/or financing activities which result in net decreases in cash and
cash equivalents. Net losses may result in the loss of domestic and foreign
credit facilities and preclude the Company from raising debt or equity financing
in the open markets.
The Company has two domestic unsecured lines of credit amounting to
$11,000,000 which were unused at March 31, 2002. The $1 million line of credit
is renewable annually. The $10 million line of credit is a three year line and
is renewable during May 2002. The Company will seek to renew this credit line
although there can be no assurance that it will be able to do so. Borrowings
under a $10 million line of credit are secured by a first priority security
interest in and a lien on all personal property of Bel Fuse Inc. and its
domestic subsidiaries.
The Company's Hong Kong subsidiary has an unsecured line of credit of
approximately $2,000,000, which was unused at March 31, 2002. The line of credit
expires in December 31, 2002. Borrowing on the line of credit is guaranteed by
the U.S. parent.
For information regarding further commitments under the Company's operating
leases, see Note 11 of Notes to the Company's 2001 Consolidated Financial
Statements.
On May 11, 2001, the Company acquired 100% of the common stock of E-Power
Ltd. ("E-Power") and the assets and then existing business of Current Concepts,
Inc. ("Current Concepts") for an aggregate of $6,285,000 in cash (including
acquisition expenses). The Company will be required to make contingent purchase
price payments up to approximately $7.6 million should the acquired companies
reach various sales levels. The transactions were accounted for using the
purchase method of accounting and, accordingly, the results of operations of
Current Concepts and E-Power have been included in the Company's financial
statements since the date of acquisition. The excess of the purchase price over
the net assets acquired is approximately $5.7 million and is being amortized on
a straight-line basis over 4 to 15 years. The Company discontinued the
amortization of goodwill effective January 1, 2002 and will measure the
impairment of goodwill in accordance with SFAS No. 142.
On May 9, 2000 the Board of Directors authorized the repurchase of up to
10% of the Company's outstanding common shares from time to time in market or
privately negotiated transactions. As of March 31, 2002 the Company had
purchased and retired 23,600 Class B shares at a cost of approximately $808,000,
which reduced the number of Class B common shares outstanding.
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During the three months ended March 31, 2002, the Company's cash and cash
equivalents decreased by approximately $.4 million, reflecting $1.5 million
provided by the exercise of stock options offset, in part, by approximately $.6
million in purchases of plant and equipment, $.4 million in dividends and $.9
million used in operating activities.
Cash, marketable securities and cash equivalents and accounts receivable
comprised approximately 55.3% and 55.2% of the Company's total assets at March
31, 2002 and December 31, 2001, respectively. The Company's current ratio (i.e.,
the ratio of current assets to current liabilities) was 7.0 to 1 and 7.2 to 1 at
March 31, 2002 and December 31, 2001, respectively.
Other Matters
Territories of Hong Kong, Macau and The People's Republic of China
The Territory of Hong Kong became a Special Administrative Region ("SAR")
of The People's Republic of China in the middle of 1997. The territory of Macau
became a SAR of The People's Republic of China at the end of 1999. Management
cannot presently predict what future impact, if any, this 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 48% 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 as well as any change in the "Most Favored
Nation" status granted to China by the U.S. could have a material adverse effect
on the Company.
New Accounting Pronouncements
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," is effective for all fiscal
years beginning after June 15, 2000. SFAS 133, as amended, establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
Under SFAS 133, certain contracts that were not formerly considered derivatives
may now meet the definition of a derivative. The Company adopted SFAS 133
effective January 1, 2001. The adoption of SFAS 133 has not had a significant
impact on the consolidated financial position, results of operations, or cash
flows of the Company.
On June 29, 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and
Intangible Assets." The major provisions of SFAS No. 141 were as follows: all
business combinations initiated after June 30, 2001 must use the purchase method
of accounting; the pooling of interest method of accounting is prohibited. SFAS
No. 142 eliminated the amortization of goodwill and certain other intangibles
and requires an impairment test of their carrying value. An initial impairment
test of goodwill and certain other intangibles must be completed in the year of
adoption with at least an annual impairment test thereafter. On January 1, 2002,
the Company adopted SFAS No. 142. The Company completed the initial impairment
tests in the first quarter of 2002, which did not result in an impairment of
goodwill or certain other intangibles. The provisions of SFAS No. 142 are
effective for periods after adoption and retroactive application is not
permitted. Therefore, the historical results of periods prior to 2002 in the
Company's Consolidated Statements of Operations do not reflect the effect of
SFAS No. 142 and, accordingly, the first quarter of 2001 includes amortization
expense of $0.2 million in "Selling, general and administrative expenses" ($0.19
million after tax or $0.02 per diluted share).
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In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations". SFAS No. 143 addresses financial accounting and reporting for
obligations and costs associated with the retirement of tangible long-lived
assets. The Company is required to implement SFAS No. 143 on January 1, 2003,
and has not yet determined the impact that this statement will have on its
results of operations or financial position.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", effective for fiscal years
beginning after December 15, 2001. Under SFAS No. 144 assets held for sale will
be included in discontinued operations if the operations and cash flows will be
or have been eliminated from the ongoing operations of the entity and the entity
will not have any significant continuing involvement in the operations of the
component. The Company adopted SFAS No. 144 on January 1, 2002. The adoption of
SFAS No. 144 did not have a material impact on the Company's results of
operations or financial position.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Fair Value of Financial Instruments -- The following disclosure of the
estimated fair value of financial instruments is made in accordance with the
requirements of Statement of Financial Accounting Standards No. 107,
"Disclosures about Fair Value of Financial Instruments". The estimated fair
values of financial instruments have been determined by the Company using
available market information and appropriate valuation methodologies.
However, considerable judgment is required in interpreting market data to
develop the estimates of fair value. Accordingly, the estimates presented herein
are not necessarily indicative of the amounts that the Company could realize in
a current market exchange.
The Company has not entered into, and does not expect to enter into,
financial instruments for trading or hedging purposes. The Company does not
currently anticipate entering into interest rate swaps and/or similar
instruments.
The Company's carrying values of cash, marketable securities, accounts
receivable, accounts payable and accrued expenses are a reasonable approximation
of their fair value.
The Company's business in this regard is subject to certain risks,
including, but not limited to, differing economic conditions, loss of
significant customers, changes in political climate, differing tax structures,
other regulations and restrictions and foreign exchange rate volatility. The
Company's future results could be materially and adversely impacted by changes
in these or other factors.
-19-
PART II. Other Information
Item 1. Legal Proceedings
The Company commenced an arbitration proceeding before the American
Arbitration Association against Lucent Technologies, Inc. in or about December
2000. The arbitration arises out of an Agreement for the Purchase and Sale of
Assets, dated October 2, 1998 (the "Asset Purchase Agreement"), among Bel Fuse,
Lucent Technologies, Inc. and Lucent Technologies Maquiladores, Inc., and a
related Global Procurement Agreement, dated October 2, 1998 (the "Supply
Agreement"), between Lucent Technologies, Inc., as Buyer, and Bel Fuse, as
Supplier. Pursuant to the Asset Purchase Agreement, the Company purchased
substantially all of the assets of Lucent's signal transformer business.
Pursuant to the Supply Agreement, Lucent agreed that except for limited
instances where Lucent was obligated to purchase product elsewhere, for a term
of 3 1/2 years, Lucent would be obligated, on an as required basis, to purchase
from the Company all of Lucent's requirements for signal transformer products.
The Supply Agreement also provided that the Company would be given the
opportunity to furnish quotations for the sale of other products.
The Company is seeking monetary damages for alleged breaches by Lucent of
the Asset Purchase Agreement and the Supply Agreement. In its answer, Lucent
denied many of the material allegations made by the Company and also asserted
two counterclaims. The counterclaims seek recovery for alleged losses, including
loss of revenue, sustained by Lucent as a result of the Company's alleged breach
of various provisions of the Supply Agreement. The parties are currently engaged
in extensive discovery proceedings. The Company believes it has substantial and
meritorious claims against and defenses to Lucent and its counterclaims.
However, the Company cannot predict how the arbitrator will decide this matter
and whether it will have a material effect on the financial statements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
None
(b) There were no Current Reports on Form 8-K filed by the
registrant during the quarter ended March 31, 2002.
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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 and
Chief Executive Officer
By: /s/ COLIN DUNN
----------------------------------------
Colin Dunn, Vice President of Finance
and Chief Financial Officer
Dated: May 14, 2002
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