UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 28, 2003
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BEL FUSE INC.
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(Exact name of registrant as specified in charter)
New Jersey 0-11676 22-1463699
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
206 Van Vorst Street, Jersey City, New Jersey 07302
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 432-0463
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(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
As described in Item 9 of this Report, the following Exhibit is furnished as
part of this Current Report on Form 8-K:
99.1 Press Release of Bel Fuse Inc. dated July 28, 2003.
ITEM 9. REGULATION FD DISCLOSURE.
On July 28, 2003, Bel Fuse Inc. (the "Company") issued a press release regarding
results for the six and three months ended June 30, 2003. A copy of this press
release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K and the press release attached hereto are being
furnished by the Company pursuant to Item 12 of Form 8-K, insofar as they
disclose historical information regarding the Company's results of operations
for the six and three months ended June 30, 2003.
In accordance with General Instruction B.6 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific reference in such
a filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BEL FUSE INC
By: /s/ Daniel Bernstein
___________________________
Name: Daniel Bernstein
Title President
Date: July 28, 2003
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release, dated July 28, 2003, issued by
the Company.
FOR IMMEDIATE RELEASE
Bel Fuse Inc.
206 Van Vorst Street
Jersey City, NJ 07302
www.belfuse.com
tel 201.432.0463
fax 201.432.9542
Investor Contact: Company Contact:
Neil Berkman Associates Daniel Bernstein
(310) 277-5162 President
info@berkmanassociates.com (201) 432-0463
BEL REPORTS SECOND QUARTER RESULTS
EARNINGS PER SHARE DOUBLED TO $0.25 FROM $0.12
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REVENUE INCREASED TO $44.8 MILLION FROM $24.7 MILLION
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JERSEY CITY, NEW JERSEY, JULY 28, 2003 . . . BEL FUSE INC. (NASDAQ:BELFA &
NASDAQ:BELFB) today announced preliminary unaudited results for the second
quarter and six months ended June 30, 2003.
Net income for the second quarter more than doubled to $2,757,000, or $0.25 per
diluted share, from $1,293,000, or $0.12 per diluted share, for the second
quarter of 2002. Revenue for this year's second quarter increased 81% to
$44,821,000 compared to $24,727,000 for the same period a year ago.
For the first half of 2003, net income increased to $4,538,000, or $0.41 per
diluted share. This compares to a net loss for last year's first half of
$528,000, or $0.05 per share. Revenue increased to $69,769,000 from $41,241,000
for the first six months of 2002.
The Passive Components Group, which was acquired from Insilco Technologies, Inc.
effective on March 22, 2003, contributed revenue of approximately $17,590,000
for the second quarter and $19,449,000 for the first six months of 2003.
Daniel Bernstein, President, said, "Customers increasingly are seeking to buy a
greater variety of products from individual suppliers. Our strategy is to expand
and diversify Bel's product offerings through internal engineering and product
development as well as selective acquisitions that enhance Bel's competitive
position and expand our global customer base. The Insilco transaction is an
important part of this approach. The integration of the Passive Components Group
is essentially complete, and its financial performance is meeting our
expectations."
At June 30, 2003, Bel reported cash, cash equivalents and marketable securities
of approximately $42,285,000, working capital of approximately $86,600,000, a
current ratio of 5-to-1, total term debt of $9,500,000 and shareholders' equity
of approximately $135,086,000.
ABOUT BEL
Bel (www.BelFuse.com) and its subsidiaries are primarily engaged in the design,
manufacture and sale of products used in networking, telecommunications, high
speed data transmission, automotive and consumer electronics. Products include
magnetics and connectors for voice and data transmission, fuses, DC/DC
converters, delay lines and hybrid circuits. The Company operates facilities
around the world.
CONFERENCE CALL
Bel has scheduled a conference call at 4:00 PM ET today. A simultaneous WebCast
of the conference call may be accessed from the Investor Info link at
www.BelFuse.com. A replay will be available after 6:00 PM ET at this same
Internet address. For a telephone replay, dial (800) 633-8284, reservation
#21152973 after 6:00 PM ET.
FORWARD-LOOKING STATEMENTS
Except for historical information contained in this news release, the matters
discussed, including the Company's timing estimate with respect to the
integration of the businesses acquired from Insilco and statements made
regarding customer preferences, are forward looking statements that involve
risks and uncertainties. Among the factors that could cause actual results to
differ materially from such statements are: the market concerns facing our
customers, the continuing viability of sectors that rely on our products, the
effect of business and economic conditions; the difficulties inherent in
integrating remote business that may have followed business practices that
differ from the Company's business practices; capacity and supply constraints or
difficulties; product development, commercializing or technological
difficulties; the regulatory and trade environment; uncertainties associated
with legal proceedings; the market's acceptance of the Company's new products
and competitive responses to those new products, and the risk factors detailed
from time to time in the Company's SEC reports. In light of the risks and
uncertainties, there can be no assurance that any forward-looking statement will
in fact prove to be correct. We undertake no obligation to update or revise any
forward-looking statements.
(table attached)
#3361
BEL FUSE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited) ($ 000 omitted, except for per share data)
Three Months Ended Six Months Ended
June 30, June 30,
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2003 2002 2003 2002
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Net Sales $ 44,821 $ 24,727 $ 69,769 $ 41,241
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Costs and Expenses:
Cost of Sales 32,908 18,546 50,875 32,907
Selling, General and
Administrative expenses 8,322 4,443 13,170 8,537
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41,230 22,989 64,045 41,444
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Income (loss) from operations 3,591 1,738 5,724 (203)
Other income - net -- 282 117 534
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Earnings before
income tax provision 3,591 2,020 5,841 331
Income tax provision 834 727 1,303 859
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Net earnings (loss) $ 2,757 $ 1,293 $ 4,538 $ (528)
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Net earnings (loss) per common share
Primary $ 0.25 $ 0.12 $ 0.41 $ (0.05)
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Fully diluted $ 0.25 $ 0.12 $ 0.41 $ (0.05)
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Average common shares outstanding
Primary 10,956 10,919 10,951 10,883
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Fully diluted 11,091 11,091 11,081 10,883
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CONDENSED CONSOLIDATED BALANCE SHEET DATA
($ 000 omitted)
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Jun. 30, Dec. 31, Jun. 30, Dec. 31,
ASSETS 2003 2002 LIABILITIES AND 2003 2002
(unaudited) EQUITY (unaudited)
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Current assets $107,815 $ 94,504 Current liabilities $ 21,250 $ 11,715
Property, plant &
equipment, net $ 47,455 $ 37,605 Long-term liabilities $ 13,007 $ 4,519
Goodwill, net $ 12,792 $ 7,625
Other assets $ 1,281 $ 7,159 Stockholders' equity $135,086 $130,659
Total liabilities &
Total assets $169,343 $146,893 equity $169,343 $146,893
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