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 June 30, 2003
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 by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act) 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 August 1, 2003, there were 2,676,663 shares of Class A Common Stock,
$.10 par value, outstanding and 8,312,242 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
June 30, 2003 (unaudited) and
December 31, 2002 2 - 3
Consolidated Statements of
Operations for the Three and Six
Months Ended June 30, 2003
and 2002 (unaudited) 4
Consolidated Statements of
Stockholders' Equity for the
Year Ended December 31, 2002
and the Six Months Ended
June 30, 2003 (Unaudited) 5
Consolidated Statements of
Cash Flows for the Six
Months Ended June 30,
2003 and 2002 (unaudited) 6 -7
Notes to Consolidated Financial
Statements (unaudited) 8 - 22
Item 2 Management's Discussion and Analysis
of Financial Condition and Results
of Operations 23 - 34
Item 3 Quantitative and Qualitative
Disclosures About Market Risk 34
Item 4 Controls and Procedures 35
Part II Other Information
Item 1 Legal Proceedings 35
Item 4 Submission of Matter to a Vote
Security Holders 36
Item 6 Exhibits and Reports on Form 8-K 36
Signatures 37
PART I. Financial Information
Item 1. Financial Statements
--------------------
Certain information and footnote disclosures required under
accounting principles generally accepted in the United States of America 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, 2002.
The results of operations for the three and six month period
ended June 30, 2003 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
June 30, December 31,
2003 2002
---- ----
(Unaudited)
Current Assets:
Cash and cash equivalents $ 40,987,663 $ 59,002,581
Marketable securities 1,297,473 4,966,275
Accounts receivable, less allowance
for doubtful accounts of $3,160,000 and $945,000 31,491,337 16,839,497
Inventories 30,585,814 12,384,472
Prepaid expenses and other current
assets 2,487,427 190,199
Refundable income taxes 482,106 681,887
Deferred income taxes 483,000 439,000
------------ ------------
Total Current Assets 107,814,820 94,503,911
Property, plant and equipment - net 47,454,892 37,605,195
Intangible assets-net 5,968,711 2,805,166
Goodwill 6,823,007 4,819,563
Other assets (including $5.5 million of deposits
relating to the APC acquisition at December 31, 2002) 1,281,419 7,159,077
------------ ------------
TOTAL ASSETS $169,342,849 $146,892,912
============ ============
See notes to consolidated financial statements.
2
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
2003 2002
---- ----
(Unaudited)
Current Liabilities:
Current portion of long-term debt $ 2,000,000 $ --
Accounts payable 8,757,101 5,099,894
Accrued expenses 9,970,414 6,202,871
Dividends payable 522,000 412,000
------------- -------------
Total Current Liabilities 21,249,515 11,714,765
------------- -------------
Long-term Liabilities:
Long-term debt - less current portion 7,500,000 --
Deferred income taxes 5,507,000 4,519,000
------------- -------------
Long-term Liabilities 13,007,000 4,519,000
------------- -------------
Total Liabilities 34,256,515 16,233,765
------------- -------------
Commitments and Contingencies
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 2,676,663
and 2,676,225 shares
(net of 1,072,770 treasury shares) 267,667 267,623
Class B common stock, par value
$.10 per share - authorized
30,000,000 shares; outstanding
8,289,242 and 8,261,492 shares
(net of 3,218,310 treasury shares) 828,924 826,149
Additional paid-in capital 14,308,009 13,982,688
Retained earnings 119,235,912 115,632,819
Cumulative other comprehensive
income (loss) 445,822 (50,132)
------------- -------------
Total Stockholders' Equity 135,086,334 130,659,147
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 169,342,849 $ 146,892,912
============= =============
See notes to consolidated financial statements.
3
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Six Months Ended Three Months Ended
June 30, June 30,
---------------------------- ----------------------------
2003 2002 2003 2002
---- ---- ---- ----
Sales $ 69,768,508 $ 41,240,831 $ 44,821,149 $ 24,726,829
------------ ------------ ------------ ------------
Costs and Expenses:
Cost of sales 50,874,944 32,906,678 32,907,743 18,546,055
Selling, general and
administrative expenses 13,169,395 8,537,413 8,322,341 4,443,259
------------ ------------ ------------ ------------
64,044,339 41,444,091 41,230,084 22,989,314
------------ ------------ ------------ ------------
Income (loss) from operations 5,724,169 (203,260) 3,591,065 1,737,515
Interest expense (83,285) -- (72,868) --
Interest income 199,620 534,564 73,023 282,365
------------ ------------ ------------ ------------
Earnings before income tax provision 5,840,504 331,304 3,591,220 2,019,880
Income tax provision 1,303,000 859,000 834,000 727,000
------------ ------------ ------------ ------------
Net earnings (loss) $ 4,537,504 $ (527,696) $ 2,757,220 $ 1,292,880
============ ============ ============ ============
Basic earnings (loss) per common share $ 0.41 $ (0.05) $ 0.25 $ 0.12
============ ============ ============ ============
Diluted earnings (loss) per common share $ 0.41 $ (0.05) $ 0.25 $ 0.12
============ ============ ============ ============
Weighted average number of
common shares outstanding-basic 10,950,769 10,883,180 10,956,062 10,919,343
============ ============ ============ ============
Weighted average number of
common shares outstanding and
potential common shares - diluted 11,081,281 10,883,180 11,090,629 11,091,105
============ ============ ============ ============
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 (loss) Stock Stock Capital
----- ------------- -------- ------------- ----- ----- -------
Balance, January 1, 2002 $ 129,462,912 $116,699,114 $ 12,054 $ 266,464 $ 810,512 $ 11,674,768
Exercise of stock
options 1,872,716 1,159 15,637 1,855,920
Tax benefits arising
from the disposition of
non-qualified
incentive stock options 452,000 452,000
Cash dividends on Class B
common stock (1,645,292) (1,645,292)
Currency translation
adjustment (19,186) $ (19,186) (19,186)
Decrease in marketable
securities-net of taxes (43,000) (43,000) (43,000)
Net income 578,997 578,997 578,997
-----------
Comprehensive income $ 516,811
------------- =========== ------------ ----------- ----------- ---------- ------------
Balance, December 31, 2002 130,659,147 115,632,819 (50,132) 267,623 826,149 13,982,688
Exercise of stock
options 271,140 44 2,775 268,321
Tax benefits arising
from the disposition of
non-qualified
incentive stock options 57,000 57,000
Cash dividends on Class B
common stock (934,411) (934,411)
Currency translation
adjustment 491,754 $ 491,754 491,754
Increase in marketable
securities-net of taxes 4,200 4,200 4,200
Net income 4,537,504 4,537,504 4,537,504
-----------
Comprehensive income $ 5,033,458
===========
------------- ------------ --------- ---------- ---------- ------------
Balance, June 30, 2003 $ 135,086,334 $119,235,912 $ 445,822 $ 267,667 $ 828,924 $ 14,308,009
============= ============ ========= ========== ========== ============
See notes to consolidated financial statements.
5
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended
June 30,
---------------------
2003 2002
---- ----
Cash flows from operating activities:
Net income (loss) $ 4,537,504 $ (527,696)
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities:
Depreciation and amortization 3,907,889 3,133,871
Deferred income taxes 662,000 357,000
Other 57,000 445,000
Changes in operating assets and
liabilities net of acquisitions (1,847,985) (6,525,100)
------------ ------------
Net Cash Provided by (used in)
Operating Activities 7,316,408 (3,116,925)
------------ ------------
Cash flows from investing activities:
Purchase of property, plant and
equipment (1,864,073) (2,011,719)
Payment for acquisitions - net of cash acquired (36,104,410) --
Proceeds from sale of marketable
securities 4,904,875 2,200,000
Purchase of marketable securities (1,228,873) (3,934,816)
Proceeds from repayment by contractors 14,500 14,500
------------ ------------
Net Cash Used in Investing Activities (34,277,981) (3,732,035)
------------ ------------
Cash flows from financing activities:
Proceeds from borrowings 10,000,000 --
Loan repayments (500,000) --
Proceeds from exercise of stock options 271,066 1,722,716
Dividends paid to common stockholders (824,411) (815,199)
------------ ------------
Net Cash Provided by
Financing Activities 8,946,655 907,517
------------ ------------
Net decrease in cash (18,014,918) (5,941,443)
Cash and Cash Equivalents -
beginning of period 59,002,581 69,278,574
------------ ------------
Cash and Cash Equivalents -
end of period $ 40,987,663 $ 63,337,131
============ ============
See notes to consolidated financial statements.
6
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
(unaudited)
Six Months Ended
June 30,
--------------------
2003 2002
---- ----
Changes in operating assets and
liabilities, net of acquisitions, consist of:
Increase in accounts
receivable $ (11,601) $ (5,690,136)
Increase in inventories (2,191,871) (2,685,498)
Increase in prepaid expenses and
other current assets (1,336,228) (220,859)
Increase (decrease) in refundable income taxes 752,781 (127,975)
Increase in other assets (334,963) (2,285)
Increase in accounts payable 1,199,354 2,021,854
Increase in accrued expenses 74,543 179,799
------------ ------------
$ (1,847,985) $ (6,525,100)
============ ============
Supplementary information:
Cash paid during the period for:
Interest $ 83,285 $ --
============ ============
Income taxes $ 32,000 $ 163,000
============ ============
Supplemental disclosure of noncash investing activities:
Fair value of assets acquired (excluding cash
of $2,436,000) $ 36,817,627
Intangibles 5,733,904
Less: Cash on deposit previous year (6,447,121)
------------
Net cash paid $ 36,104,410
============
See notes to consolidated financial statements.
7
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and Accounting Policies
The consolidated balance sheet as of June 30, 2003, and the
consolidated statements of operations and cash flows for the periods presented
herein have been prepared by Bel Fuse Inc (the "Company") and are unaudited. In
the opinion of management, all adjustments (consisting solely of normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows for all periods presented have been made.
The information for the consolidated balance sheet as of December 31, 2002 was
derived from audited financial statements.
Accounting Policies
- -------------------
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Bel Fuse Inc. and subsidiaries (the "Company") operate in one industry
with three reporting segments and are engaged in the design, manufacture and
sale of products used in local area networking, telecommunication, business
equipment and consumer electronic applications. Operations are managed on a
geographic basis which include North America, Asia and Europe. Sales are
predominantly in North America, Europe and Asia.
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of the Company and its wholly owned subsidiaries. All
intercompany transactions and balances have been eliminated.
USE OF ESTIMATES - The preparation of the financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
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. At June 30, 2003 and December 31, 2002, cash
equivalents approximate $24,533,000 and $ 41,207,000, respectively.
MARKETABLE SECURITIES - The Company classifies its investments in
equity securities as "available for sale", and, accordingly, reflects unrealized
gains and losses, net of deferred income taxes, as cumulative other
comprehensive income.
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.
8
CONCENTRATION OF CREDIT RISK - Financial instruments which potentially subject
the Company to concentrations of credit risk consist principally of accounts
receivable and temporary cash investments. The Company grants credit to
customers that are primarily 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 with quality
financial institutions and commercial issuers of short-term paper and, by
policy, limits the amount of credit exposure with any one financial instrument.
INVENTORIES - Inventories are stated at the lower of weighted average
cost or market.
REVENUE RECOGNITION -Revenue is recognized when title and risk of loss
transfers to the customer, provided collection of the resulting receivable is
deemed probable by management. The Company follows the provisions of INCOTERMS
2000 (International Chamber of Commerce...ICC Official Rules for the
Interpretation of Trade Terms.) Such rules basically state that title passes
when the goods are delivered in accordance with sales terms.
There are also certain situations in which the Company maintains
consigned inventory for a specific customer, either at the customer's facility
or at a third party warehouse. These sales are recorded when the customer
withdraws inventory from consignment.
GOODWILL AND OTHER INTANGIBLES - In June 2001, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 141, "Business Combinations" ("SFAS
141"), and No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS
141 changes the accounting for business combinations, requiring that all
business combinations be accounted for using the purchase method and that
intangible assets be recognized as assets apart from goodwill if they arise from
contractual or other legal rights, or if they are separate or capable of being
separated from the acquired entity and sold, transferred, licensed, rented or
exchanged. SFAS 141 was effective for all business combinations initiated after
June 30, 2001. SFAS 142 specifies the financial accounting and reporting for
acquired goodwill and other intangible assets. Goodwill and intangible assets
that have indefinite useful lives are not amortized but rather they are tested
at least annually for impairment unless certain impairment indicators are
identified. This standard was effective for fiscal years beginning after
December 15, 2001.
9
SFAS 142 requires that the useful lives of intangible assets acquired on or
before June 30, 2001 be reassessed and the remaining amortization periods
adjusted accordingly. Previously recognized intangible assets deemed to have
indefinite lives are tested for impairment. Goodwill recognized on or before
June 30, 2001, has been tested for impairment as of the beginning of the fiscal
year in which SFAS 142 was initially applied and, after considering the results
of an independent valuation and appraisal, management concluded that no
impairment was indicated.
Upon adoption of this standard, the Company allocated its goodwill and other
intangibles to its Telecom and Power Products units.
DEPRECIATION - Property, plant and equipment are stated at cost less
accumulated depreciation and amortization. Depreciation and amortization are
calculated primarily using the declining-balance method for machinery and
equipment and the straight-line method for buildings and improvements over their
estimated useful lives.
INCOME TAXES - The Company accounts for income taxes using an asset and
liability approach under which deferred income taxes are recognized by applying
enacted tax rates applicable to future years to the differences between the
financial statement carrying amounts and the tax bases of reported assets and
liabilities.
Except for a portion of foreign earnings, an income tax provision has
not been recorded for U.S. federal income taxes on the undistributed earnings of
foreign subsidiaries as such earnings are intended to be permanently reinvested
in those operations. Such earnings would become taxable upon the sale or
liquidation of these foreign subsidiaries or upon the repatriation of dividends.
The principal items giving rise to deferred taxes are the use of
accelerated depreciation methods for plant and equipment, the assumed
repatriation of a portion of foreign earnings and certain expenses which have
been deducted for financial reporting purposes which are not currently
deductible for income tax purposes and the future tax benefit of certain foreign
net operating loss carryforwards.
The provision for income taxes for the first six months of 2003 was
$1,303,000 as compared to $859,000 for the first six months of 2002. The
increase in the provision is due primarily to the Company's increased earnings
before income taxes for the six months ended June 30, 2003 as compared with the
same period in 2002. The income tax provision is lower than the statutory
federal income tax rate primarily due to lower foreign tax rates.
10
The Company was granted a ten year tax holiday in Macau at an effective
8% tax rate, which is 50% of the normal tax rate. Such holiday expires during
2004. During the six months ended June 30, 2003 this holiday had no benefit to
the Company as the entity incurred losses. The deferred tax benefit of the
losses were offset by a valuation allowance.
STOCK -OPTION PLAN -
-------------------
The Company accounts for equity-based compensation issued to employees in
accordance with Accounting Principles Board ("ABP") Opinion No. 25 "Accounting
for Stock Issued to Employees". APB No. 25 requires the use of the intrinsic
value method, which measures compensation cost as the excess, if any, of the
quoted market price of the stock at the measurement date over the amount an
employee must pay to acquire the stock. The Company makes disclosures of pro
forma net earnings and earnings per share as if the fair-value-based method of
accounting had been applied as required by SFAS No. 123 "Accounting for
Stock-Based Compensation-Transition and Disclosure".
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure, an amendment of FASB Statement No. 123".
SFAS No. 148 provides alternative methods of transition for a voluntary change
to the fair value based method of accounting for stock-based employee
compensation. It also requires disclosure in both annual and interim financial
statements about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results. SFAS No. 148 is effective
for annual and interim periods beginning after December 15, 2002. The Company
will continue to account for stock-based employee compensation under the
recognition and measurement principle of APB Opinion No. 25 and related
interpretations.
The Company has a Qualified Stock Option Plan (the "Plan") which provides
for the granting of "Incentive Stock Options" to key employees within the
meaning of Section 422 of the Internal Revenue Code of 1954, as amended. The
Plan provides for the issuance of 2,400,000 shares. Substantially all options
outstanding become exercisable twenty-five percent (25%) one year from the date
of grant and twenty-five percent (25%) for each year of the three years
thereafter. The price of the options granted pursuant to the Plan is not to 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 in general, no option will be exercisable after five years from the date
granted. The Company accounts for the Plan under the recognition and measurement
principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees" and
related Interpretations. No stock-based employee compensation cost is reflected
in net income, as all options granted under the Plan had an exercise price equal
to the market value of the underlying common stock on the date of grant. The
Company also granted options to directors at a price equal to the market value
of the underlying common stock on the date of grant. The following table
illustrates the effect on net income (loss) and earnings (loss) per share if the
Company had applied the fair-value recognition provisions of FASB Statement No.
123, "Accounting for Stock-Based Compensation", to stock-based compensation.
11
Six Months Ended Three Months Ended
June 30, June 30,
--------------------- --------------------
2003 2002 2003 2002
---- ---- ---- ----
Net earnings (loss) - as reported $ 4,537,504 $ (527,696) $ 2,757,220 $ 1,292,880
Amortization of stock-based compensation (959,432) (982,948) (539,709) (491,474)
------------- ------------- ------------- -------------
Net earnings (loss) - proforma $ 3,578,072 $ (1,510,644) $ 2,217,511 $ 801,406
============= ============= ============= =============
Earnings (loss) per share - basic - as reported $ 0.41 $ (0.05) $ 0.25 $ 0.12
Earnings (loss) per share - basic - proforma $ 0.33 $ (0.14) $ 0.20 $ 0.07
Earnings (loss) per share - diluted - as reported $ 0.41 $ (0.05) $ 0.25 $ 0.12
Earnings (loss) per share - diluted - proforma $ 0.32 $ (0.14) $ 0.20 $ 0.07
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 2003 and 2002, respectively: dividends yield of
..2% and .9%, expected volatility of 56% and 54%, respectively; risk-free
interest rate of 2% and 3% and expected lives of 5 years.
RESEARCH AND DEVELOPMENT - Research and development costs are expensed
as incurred, and are included in cost of sales. Generally all research and
development is performed internally for the benefit of the Company. The Company
does not perform such activities for others. Research and Development costs
include salaries, building maintenance and utilities, rents, materials,
administration costs and miscellaneous other items. Research and development
expenses for the six and three months ended June 30, 2003 and 2002 amounted to
$3,660,000, $3,186,000 $2,013,000 and $1,533,000, respectively.
EVALUATION OF LONG-LIVED ASSETS - The Company reviews property and
equipment for impairment whenever events or changes in circumstances indicate
the carrying value may not be recoverable in accordance with SFAS No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets." If the
carrying value exceeds the present value of the estimated future cash flows, the
asset would be adjusted to its fair value and an impairment loss would be
charged to operations in the period identified.
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.
12
2. Acquisitions
On March 22, 2003, the Company acquired certain assets, subject to
certain liabilities, and common shares of certain entities comprising Insilco
Technologies, Inc.'s ("Insilco") passive component group for $38.7 million in
cash, including transaction costs of approximately $1.3 million. Purchase price
allocations have been initially estimated by management and will be adjusted
after management considers a number of factors, including valuations, actual
results and independent formal appraisals, when making these determinations.
Management has estimated that approximately $3.6 million of identifiable
intangible assets arose from the transaction and will be amortized on a straight
line basis over a period of five years.
The Company believes that the purchase of Insilco's passive components
group is a logical strategic fit with Bel's current products and markets. The
Company believes this acquisition strengthens Bel and enables the Company to
offer a larger customer base a wider breadth of products. With the increased
diversification of its product line, the Company believes it has become a more
attractive supplier to current customers seeking a greater variety of products.
Both the Company's legacy operations and the acquired Stewart Connector
Systems Group ("Stewarts") (acquired as part of the Insilco acquisition) are
leaders in the high-growth Integrated Connector Module (ICM) market.
Consolidating the engineering, manufacturing and sales capabilities of Bel and
Stewart will help improve the Company's product leadership and growth rate in
this important market. The Company's expertise in electrical engineering and
high-volume, low-cost manufacturing complements Stewart's strengths in
mechanical design and engineering.
The Signal Transformer Group (acquired as part of the Insilco
acquisition) adds a new product line and many new customers . Additionally, the
Company expects to leverage the Signal Transformer brand name to develop a
magnetics distribution business serving current customers who are looking for a
"one-stop magnetics shop" specializing in lower-volume builds and orders.
Effective January 2, 2003, the Company entered into an asset purchase
agreement with Advanced Power Components plc ("APC") to purchase the
communication products division of APC for $5.5 million in cash plus the
assumption of certain liabilities. The Company will be required to make
contingent payments equal to 5% of sales (as defined) in excess of $6.3 million
per year for the years 2003 and 2004. Purchase price allocations have been
initially estimated by management and will be adjusted after management
considers a number of factors including valuations, actual results and
independent formal appraisals, when making these determination. Management has
estimated that the excess of the purchase price over net assets acquired, of
approximately $2.0 million, will be allocated to goodwill.
There was no in-process research and development acquired as part of
these acquisitions.
13
These transactions were accounted for using the purchase method of
accounting and, accordingly, the results of operations of Insilco have been
included in the Company's financial statements from March 22, 2003 and the
results of operations of APC have been included in the Company's financial
statements from January 2, 2003.
The following unaudited pro forma summary results of operations assumes
that both Insilco and APC had been acquired as of January 1, 2002 (in
thousands):
Six Months Ended Three Months Ended
June 30, June 30,
--------------- -----------------
2003 2002 2003 2002
---- ---- ---- ----
Sales $ 85,482 $ 75,842 $ 44,821 $ 42,325
Net income (loss) 5,229 (5,423) 2,691 (831)
Earnings (loss) per share - diluted 0.47 (0.50) 0.24 (0.07)
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, 2002. Such information should not be construed as being a
representation of the future results of operations of the Company.
A condensed balance sheet of the major assets and liabilities of the
acquired entities at the acquisition date is as follows:
Cash $ 2,436,000
Accounts receivable 14,259,000
Inventories 15,849,000
Prepaid expenses 961,000
Income tax receivable 733,000
Property, plant and
equipment 11,327,000
Other assets 249,000
Goodwill 2,003,000
Intangible assets 3,731,000
Accounts payable (2,602,000)
Accrued expenses (3,692,000)
Deferred income taxes
payable (266,000)
-------------
Net assets acquired $ 44,988,000
=============
3. Goodwill and Other Intangibles
Goodwill represents the excess of the purchase price and related costs
over the value assigned to the net tangible and other intangible assets with
finite lives acquired in a business acquisition. Prior to January 1, 2002,
goodwill had been amortized on a straight-line basis over 4 to 15 years.
14
Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets".
Under SFAS No. 142, goodwill and intangible assets deemed to have indefinite
lives are no longer amortized, but are subject to, at a minimum, an annual
impairment test. If the carrying value of goodwill or intangible assets exceeds
its fair market value, an impairment loss would be recorded. The Company uses a
discounted cash flow model to determine the fair market value of the Company's
reporting units.
Other intangibles include patents, product information, covenants
not-to-compete and supply agreements. Amounts assigned to these intangibles have
been determined by management. Management considered a number of factors in
determining the allocations, including valuations and independent appraisals.
Other intangibles are being amortized over 4 to 10 years. Amortization expense
was $567,000 and $535,000 for the six months ended June 30, 2003 and 2002,
respectively and $375,000 and $312,000 for the three months ended June 30, 2003
and 2002, respectively.
Under the terms of the E-Power and Current Concepts, Inc. acquisition
agreements, of May 11, 2001, the Company will be required to make contingent
purchase price payments up to an aggregate of $7.6 million should the acquired
companies attain specified sales levels. E-Power will be paid $2.0 million in
contingent purchase price payments when sales, as defined, reach $15.0 million
and an additional $4.0 million when sales reach $25.0 million on a cumulative
basis through May , 2007. No payments have been made to date with respect to
E-Power. Current Concepts will be paid 16% of sales, as defined, on the first
$10.0 million of sales through May 2007. During the six months ended June 30,
2003 the Company paid approximately $94,000 in contingent purchase price
payments to Current Concepts ($29,000 through March 31, 2003 and $65,000 during
the second quarter of 2003). The contingent purchase price payments are
accounted for as additional purchase price and increase goodwill when such
payment obligations are incurred.
The changes in the carrying value of goodwill for the six months ended
June 30, 2003 are as follows:
Total Asia North America
----- ---- -------------
Balance, January 1, 2003 $4,819,563 $3,396,057 $1,423,506
Preliminary goodwill allocation
related to acquisition 2,003,444 2,003,444 --
---------- ---------- ----------
Balance June 30, 2003 $6,823,007 $5,399,501 $1,423,506
========== ========== ==========
15
The components of other intangibles are as follows:
June 30, 2003
Total Asia North America
---------------------------- ---------------------------- -----------------------------
Gross Carrying Accumulated Gross Carrying Accumulated Gross Carrying Accumulated
Amount Amortization Amount Amortization Amount Amortization
-------------- ------------ ------------- ------------ -------------- ------------
Patents and Product
Information $ 4,971,731 $ 770,625 $ 1,780,346 $ 471,525 $ 3,191,385 $ 299,100
Covenants not-to-compete 3,055,080 1,287,475 3,055,080 1,287,475 -- --
Supply agreement 2,660,000 2,660,000 1,409,800 1,409,800 1,250,200 1,250,200
----------- ----------- ----------- ----------- ----------- -----------
$10,686,811 $ 4,718,100 $ 6,245,226 $ 3,168,800 $ 4,441,585 $ 1,549,300
=========== =========== =========== =========== =========== ===========
December 30, 2002
Total Asia North America
---------------------------- ---------------------------- -----------------------------
Gross Carrying Accumulated Gross Carrying Accumulated Gross Carrying Accumulated
Amount Amortization Amount Amortization Amount Amortization
-------------- ------------ ------------- ------------ -------------- ------------
Patents and Product
Information $ 1,335,000 $ 486,819 $ 1,053,000 $ 366,969 $ 282,000 $ 119,850
Covenants not-to-compete 2,961,411 1,004,426 2,961,411 1,004,426 -- --
Supply agreement 2,660,000 2,660,000 1,409,800 1,409,800 1,250,200 1,250,200
----------- ----------- ----------- ----------- ----------- -----------
$ 6,956,411 $ 4,151,245 $ 5,424,211 $ 2,781,195 $ 1,532,200 $ 1,370,050
=========== =========== =========== =========== =========== ===========
Estimated amortization expense for other intangible assets for the next
five years is as follows:
Estimated
Amortization
December 31, Expense
------------ -------
2003 $1,315,000
2004 1,505,000
2005 1,425,000
2006 1,242,000
2007 846,000
16
4. Earnings (Loss) Per Share
Basic earnings (loss) per common share are computed by dividing net
earnings (loss) by the weighted average number of common shares outstanding
during the year. Diluted earnings per common share are computed by dividing net
earnings by the weighted average number of common shares and potential common
shares outstanding during the year. Potential common shares used in computing
diluted earnings per share relate to stock options and warrants which, if
exercised, would have a dilutive effect on earnings per share. During the three
and six months ended June 30, 2003, there were no antidilutive options and
warrants omitted from the calculation of diluted earnings per share. During the
three and six months ended June 30, 2002, potential common shares outstanding
were omitted from the calculation of loss per share as the effect would be
anti-dilutive.
5. Business Segment Information
The Company operates in one industry with three reportable segments.
The segments are geographic and include North America, Asia and Europe. The
primary criteria by which financial performance is evaluated and resources are
allocated are revenues and operating income. The following is a summary of key
financial data:
Six Months Ended Three Months Ended
June 30, June 30,
-------------------- ------------------
2003 2002 2003 2002
---- ---- ---- ----
Total Revenues:
North America $ 26,921,222 $ 14,346,698 $ 19,493,248 $ 7,509,836
Asia 56,010,918 39,422,357 32,974,559 23,314,835
Europe 5,090,891 -- 4,457,924 --
Less intergeographic
revenues (18,254,523) (12,528,224) (12,104,582) (6,097,842)
------------ ------------ ------------ ------------
$ 69,768,508 $ 41,240,831 $ 44,821,149 $ 24,726,829
============ ============ ============ ============
Income (loss) from Operations:
North America $ 617,190 $ 1,711,687 $ 465,955 $ 1,373,267
Asia 4,636,216 (1,914,947) 2,828,986 364,248
Europe 470,763 -- 296,124 --
------------ ------------ ------------ ------------
$ 5,724,169 $ (203,260) $ 3,591,065 $ 1,737,515
============ ============ ============ ============
June 30, December 31,
2003 2002
---- ----
Identifiable Assets:
United States $ 47,592,995 $ 46,101,626
Asia 116,894,797 118,819,792
Europe 7,185,540 --
Less intergeographic
eliminations (2,330,483) (18,028,506)
------------- -------------
Total Identifiable Assets $ 169,342,849 $ 146,892,912
============= =============
17
6. Debt
On March 21, 2003, the Company entered into a $10 million secured term
loan. The loan was used to partially finance the Company's acquisition of the
Passive Components division of Insilco Technologies, Inc. The loan will be paid
in 20 equal quarterly installments of principal with a final maturity on March
31, 2008 and currently bears interest at LIBOR plus 1.25 percent (3.75 percent
at June 30, 2003) payable monthly. The rate may vary based upon the Company's
performance with respect to certain financial covenants. In addition, the note
may be prepaid in certain circumstances. The loan is collateralized with a first
priority security interest in and lien on 65% of all the issued and outstanding
shares of the capital stock of certain of the foreign subsidiaries of Bel Fuse
Inc. and all other personal property and certain real property of Bel Fuse Inc.
The Company is required to maintain certain financial covenants, as defined in
the agreement. As of June 30, 2003, the Company was in compliance with all
financial covenants. As of June 30, 2003, the balance due on the term loan was
$9,500,000. For the six and three months ended June 30, 2003, the Company
recorded interest expense of $83,285 and $72,868, respectively.
7. Accrued Expenses
Accrued expenses consist of the following:
June 30, 2003 December 31, 2002
------------- -----------------
Sales commissions $1,431,836 $ 939,432
Subcontracting labor 1,857,828 1,838,134
Salaries, bonuses and
related benefits 3,347,316 1,742,637
Other 3,333,434 1,682,668
---------- ----------
$9,970,414 $6,202,871
========== ==========
8. RETIREMENT FUND AND PROFIT SHARING PLAN
The Company maintains a domestic profit sharing plan and 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 purchased
in the open market. The expense for the six and three months ended June 30, 2003
and 2002 amounted to approximately $124,000, $123,000, $68,000, and $58,000,
respectively. As of June 30, 2003, the plans owned 27,730 and 130,631 shares of
Bel Fuse Inc. Class A and Class B common stock, respectively.
18
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 six and three
months ended June 30, 2003 and 2002 amounted to approximately $174,000,
$185,000, $86,000, and $89,000, respectively. As of June 30, 2003, the plan
owned 3,323 and 16,842 shares of Bel Fuse Inc. Class A and Class B common stock,
respectively.
The Supplemental Executive Retirement Plan (the "Plan") is designed to
provide a limited group of key management and highly compensated employees of
the Company supplemental retirement and death benefits. The Plan was established
by the Company in 2002. Employees are selected at the sole discretion of the
Board of Directors of the Company to participate in the Plan. The Plan is
unfunded. The Company utilizes life insurance to partially cover its obligations
under the Plan. The benefits available under the Plan vary according to when and
how the participant terminates employment with the Company. If a participant
retires (with the prior written consent of the Company) on his normal retirement
date (65 years old, 20 years of service, and 5 years of Plan participation), his
normal retirement benefit under the Plan would be annual payments equal to 40%
of his average base compensation (calculated using compensation from the highest
5 consecutive calendar years of Plan participation), payable in monthly
installments for the remainder of his life. If a participant retires early from
the Company (55 years old, 20 years of service, and 5 years of Plan
participation), his early retirement benefit under the Plan would be an amount
(i) calculated as if his early retirement date were in fact his normal
retirement date, (ii) multiplied by a fraction, with the numerator being the
actual years of service the participant has with the Company and the denominator
being the years of service the participant would have had if he had retired at
age 65, and (iii) actuarially reduced to reflect the early retirement date. If a
participant dies prior to receiving 120 monthly payments under the Plan, his
beneficiary would be entitled to continue receiving benefits for the shorter of
(i) the time necessary to complete 120 monthly payments or (ii) 60 months. If a
participant dies while employed by the Company, his beneficiary would receive,
as a survivor benefit, an annual amount equal to (i) 100% of the participant's
annual base salary at date of death for one year, and (ii) 50% of the
participant's annual base salary at date of death for each of the following 4
years, each payable in monthly installments. The Plan also provides for
disability benefits, and a forfeiture of benefits if a participant terminates
employment for reasons other than those contemplated under the Plan. The expense
for the six months ended June 30, 2003 and 2002 amounted to approximately
$189,000 and $-0-, respectively. The expense for the three months ended June 30,
2003 and 2002 amounted to approximately 95,000 and $-0-, respectively.
19
9. Comprehensive Income (Loss)
Six Months Ended June 30, Three Months Ended June 30,
2003 2002 2003 2002
---- ---- ---- ----
Net earnings (loss) $ 4,537,504 $ (527,696) $ 2,757,220 $ 1,292,880
Currency translation adjustment 491,754 (1,068) 498,269 (942)
Increase (decrease) in
marketable securities -
net of taxes 4,200 7,000 4,200 7,000
----------- ----------- ----------- -----------
Comprehensive income (loss) $ 5,033,458 $ (521,764) $ 3,259,689 $ 1,298,938
=========== =========== =========== ===========
10. Recent Accounting Pronouncements
In August 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 adopted SFAS 143 on January 1, 2003. The adoption
of SFAS No.143 did not have a material impact on the Company's results of
operations or financial position.
In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". This statement eliminates the automatic classification of gain or
loss on extinguishment of debt as an extraordinary item of income and requires
that such gain or loss be evaluated for extraordinary classification under the
criteria of Accounting Principles Board No. 30 "Reporting Results of
Operations". This statement also requires sales-leaseback accounting for certain
lease modifications that have economic effects that are similar to
sales-leaseback transactions, and makes various other technical corrections to
existing pronouncements. This statement did not have a material effect on the
Company's results of operations or financial position.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement requires recording
costs associated with exit or disposal activities at their fair values when a
liability has been incurred. Under previous guidance, certain exit costs were
accrued upon management's commitment to an exit plan. The Company adopted SFAS
No. 146 on January 1, 2003. The adoption of SFAS No. 146 did not have a material
impact on the Company's result of operations or financial position.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No. 133
on Derivative Instruments and Hedging Activities." This statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement is effective for contracts
entered into or modified after June 30, 2003, and for hedging relationships
designated after June 30, 2003. Management believes that adopting this statement
will not have a material effect on the Company's results of operations or
financial position.
20
In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, and interpretation of FASB
Statements No. 5, 57,and 107 and Rescission of FASB Interpretation No. 34. FIN
45 clarifies the requirements of FASB Statement No. 5, Accounting for
Contingencies, relating to the guarantor's accounting for, and disclosure of,
the issuance of certain types of guarantees. This interpretation clarifies that
a guarantor is required to recognize, at the inception of certain types of
guarantees, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and initial measurement
provisions of this Interpretation are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002, irrespective of the
guarantor's fiscal year-end. The disclosure requirements in this interpretation
are effective for financial statements of interim or annual periods ending after
December 15, 2002. The Company adopted FIN 45 on January 1, 2003. The adoption
of FIN 45 did not have a material impact on the Company's results of operations
or financial position.
In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, "Consolidation of Variable Interest Entities," which
addresses consolidation by business enterprises of variable interest entities.
In general, a variable interest entity is a corporation, partnership, trust, or
any other legal structure used for business purposes that either (a) does not
have equity investors with voting rights or (b) has equity investors that do not
provide sufficient financial resources for the entity to support its activities.
A variable interest entity often holds financial assets, including loans or
receivables, real estate or other property. A variable interest entity may be
essentially passive or it may engage in research and development or other
activities on behalf of another company. The objective of Interpretation No. 46
is not to restrict the use of variable interest entities but to improve
financial reporting by companies involved with variable interest entities. Until
now, a company generally has included another entity in its consolidated
financial statements only if it controlled the entity through voting interests.
Interpretation No. 46 changes that by requiring a variable interest entity to be
consolidated by a company if that company is subject to a majority of the risk
of loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. The consolidation
requirements of Interpretation No. 46 apply immediately to variable interest
entities created after January 31, 2003. The consolidation requirements apply to
older entities in the first fiscal year or interim period beginning after June
15, 2003. Certain of the disclosure requirements apply in all financial
statements issued after January 31, 2003, regardless of when the variable
interest entity was established. The Company does not have any variable interest
entities, and, accordingly, adoption is not expected to have a material effect
on the Company's results of operations or financial position.
21
In May 2003, the FASB issued SFAS No. 150 "Accounting for Financial
Instruments with the Characteristics of Both Liabilities and Equities". SFAS No.
150 establishes standards regarding the manner in which an issuer classifies and
measures certain types of financial instruments having characteristics of both
liabilities and equity. Pursuant to SFAS No. 150, such freestanding financial
instruments (i.e. those entered into separately from an entity's other financial
instruments or equity transactions or that are legally detachable and separately
exercisable) must be classified as liabilities or, in some cases, assets. In
addition, SFAS No. 150 requires that financial instruments containing
obligations to repurchase the issuing entity's equity shares and, under certain
circumstances, obligations that are settled by delivery of the issuer's shares
be classified as liabilities. The Statement is effective for financial
instruments entered into or modified after May 31, 2003 and for other
instruments at the beginning of the first interim period after June 15, 2003.
Management is currently evaluating the provisions of SFAS No. 150 and will
determine the impact, if any, the adoption will have on the Company's financial
statements.
22
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 risk factors described in Exhibit 99.3 to the
Company's Quarterly Report on Form 10-Q for the three months ended March 31,
2003. 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, 2002, 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 of America. 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.
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 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.
23
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
miscalculating customer requirements, technology changes which render certain
raw materials and finished goods obsolete, loss of customers and/or cancellation
of sales orders, stock rotation with distributors and termination of
distribution agreements.. 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 the market for the products: the
Company's ability to efficiently manufacture the product; synergies that are
created by the acquisition; and a purchase price that represents fair value. If
the Company's evaluation of a target company misjudges its technology, estimated
future sales and 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.
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 Percentage of Net Sales
----------------------- -----------------------
Six Months Ended Three Months Ended
June 30, June 30,
2003 2002 2003 2002
---- ---- ---- ----
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 72.9 79.8 73.4 75.0
Selling, general and
administrative expenses 18.9 20.7 18.6 18.0
Interest expense 0.1 -- 0.2 --
Interest income 0.3 1.3 0.2 1.1
Earnings before income
tax provision 8.4 0.8 8.0 8.2
Income tax provision 1.9 2.1 1.9 2.9
Net earnings (loss) 6.5 (1.3) 6.2 5.3
24
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) Increase (Decrease)
from Prior Period from Prior Period
Six Months Ended Three Months Ended
June 30, 2003 June 30, 2003
compared with 2002 compared with 2002
------------------ ------------------
Net sales 69.2% 81.3%
Cost of sales 54.6 77.4
Selling, general and
administrative expenses 54.3 87.3
Interest expense NM NM
Interest income (62.7) (74.1)
Earnings before
income tax provision 1,662.9 77.8
Income tax provision 51.7 14.7
Net earnings NM 113.3
NM= Percentage not meaningful
25
Six Months ended June 30, 2003 vs.
- ----------------------------------
Six Months ended June 30, 2002
------------------------------
Sales
- -----
Net sales increased 69.2% from $41,240,831 during the first six months
of 2002 to $69,768,508 during the first six months of 2003. The Company
attributes this increase principally to sales from its two acquisitions in 2003,
Insilco and APC, of approximately $20.5 million and strong demand for integrated
connector modules ("ICM") sales, a component of the magnetic sales sector
increased approximately $8.8 million. Sales in 2002 were impacted by a decline
in demand affecting the global electronic industry.
Sales by Insilco and APC will continue to affect comparisons of 2003
quarters and 2002 quarters through the balance of 2003. The Company cannot
assure investors that ICM revenues will continue to grow during the balance of
2003, especially in light of the impact that competition may have in the market.
The Company has limited visibility as to future ICM sales and had sales in
excess of 10% of total ICM sales to several customers. The loss of any of these
customers could have a material adverse effect on the Company's results of
operations, financial position and cash flows.
The significant components of the Company's sales were from magnetic
products of $50.5 million (as compared with $29.2 million during the six months
ended June 30, 2002), fuses of $8.3 million (as compared with $8.6 million
during the six months ended June 30, 2002), plugs and cables of $5.2 million(as
compared with $-0- during the six months ended June 30, 2002), and value added
sales of $3.3 million (as compared with $3.4 million during the six months ended
June 30, 2002).
At this time the Company cannot quantify the extent to which sales
growth arising from unit sales mix and/or price changes. Given the change in the
nature of the products purchased by customers from period to period, the Company
believes that neither unit changes or price changes are meaningful. The Company
does not believe that it experienced a material change in unit sales during the
six months ended June 30, 2003 compared to June 30, 2002. Over the past year
newer and more sophisticated products with higher unit selling prices have been
introduced. As products become mature, average selling prices tend to decrease.
Through the Company's engineering and research effort, the Company has been
successful in adding additional value to existing product lines, which tends to
increase sales prices initially until that generation of products becomes mature
and sales prices experience price degradation. The Company believes that with
the current level of engineering and research dollars expended and the teams the
Company has in place, it should continue to be an innovative leader in its
industry.
Cost of Sales
-------------
Cost of sales as a percentage of net sales decreased from 79.8 % during
the first six months of 2002 to 72.9% in 2003. The decrease in the cost of sales
percentage is primarily attributable to a decrease in material cost as a
percentage of sales of 2.5%. This is attributable to the current sales mix and
bills of materials currently used in production. The Company also had percentage
decreases of 1.6% for depreciation and 2.5% for factory overheads. The decrease
in factory overhead expenses as a percentage of sales is primarily attributable
to the increase in sales and cost containment measures resulting primarily from
the shut down of the Company's Dallas sales, manufacturing and research facility
and the Company's Indiana research facility. The closings of the Dallas and
Indiana facilities are not expected to materially impact the level of the
Company's spending on research and development efforts.
26
The acquisition of Insilco resulted in additional cost of sales in the
amount of $14.4 million during the six months ended June 30, 2003. Such cost
represented 74.1% of net sales of Insilco products during the six months ended
June 30, 2003. The Company expects increases in cost of sales to continue in
future quarters in relation to increases or decreases in its sales.
Included in cost of sales are research and development expenses of
$3,660,000 and $3,186,000 for the six months ended June 30, 2003 and June 30,
2002, respectively. The increase is principally attributable to increased
research and development expenditures at our Power Supply facility and the
purchase of the Passive Component Group of Insilco.
Selling, General and Administrative Expenses
--------------------------------------------
The percentage relationship of selling, general and administrative
expenses to net sales decreased from 20.7 % during the first six months of 2002
to 18.9% during the first six months of 2003, in part as a result of the
Company's ability to leverage general and administrative expenses over a larger
revenue base. The Company attributes the $4.6 million increase in the dollar
amount of such expenses primarily to costs associated with the Insilco and APC
operations of approximately $3.4 million, additional salaries and benefits of
$.4 million, additional professional fees of approximately $.4 million, and
increases in sales related expenses of $.3 million.
The increase in salaries and benefits is principally attributable to
bonus and salary increases; professional fees related to Sarbanes - Oxley
compliance and sales expenses principally related to increased commission
expense arising from higher foreign sales.
The Company anticipates continued increases in professional fees for
the remainder of the year principally associated with Sarbanes - Oxley
compliance. Future increases in sales related expenses and salaries and benefits
are more dependent on the future sales growth and profitability of the Company.
The Company anticipates increases in selling, general and administrative
expenses in future quarters principally due to the acquisition of Insilco.
Interest Income - net
- ---------------------
Interest income earned on cash and cash equivalents decreased by
approximately $335,000 during the first six months of 2003 compared to the first
six months of 2002. The decrease is due primarily to lower interest rates earned
on cash and cash equivalents and lower cash balances due to the use of
approximately $36.1 million of cash for the acquisition of the Passive
Components Group from Insilco Technologies, Inc. and the communications products
division of APC.
Income Tax Provision
- --------------------
The provision for income taxes for the first six months of 2003 was
$1,303,000 as compared to $859,000 for the first six months of 2002. The
increase in the provision is due primarily to the Company's increased earnings
before income taxes for the six months ended June 30, 2003, as compared with the
same period in 2002. The income tax provision is lower than the statutory
federal income tax rate primarily due to lower foreign tax rates.
27
The Company was granted a ten year tax holiday in Macau at an effective
8% tax rate, which is 50% of the normal tax rate, and expires during 2004.
During the six months ended June 30, 2003 this holiday had no benefit to the
Company as the entity incurred losses. The deferred tax benefit of the losses
were offset by a valuation allowance.
Net Earnings
- ------------
Net earnings for the period March 22, 2003 (date of acquisition) to
June 30, 2003 includes approximately $1.7 million attributable to the Passive
Component Group. The contribution of APC was not material.
Three Months ended June 30, 2003 vs.
- ------------------------------------
Three Months ended June 30, 2002
--------------------------------
Sales
- -----
Net sales increased 81.1 % from $24,726,829 during the second quarter
of 2002 to $44,821,149 during the second quarter of 2003. The Company attributes
this increase principally to sales from Insilco and APC of approximately $18.1
million and to strong demand for integrated connector modules ("ICM") sales, a
component of the magnetic sales sector, which increased by approximately $3.0
million offset by a decrease of approximately $1.5 million in fuse and value
added sales. Sales in 2002 were impacted by a decline in demand affecting the
global electronic industry.
The significant components of the Company's sales for the three months
ended June 30, 2003 were from magnetic products of $32.5 million (as compared
with $17.7 million during the three months ended June 30, 2002), plugs and
cables of $4.7 million (as compared with $-0- during the three months ended June
30, 2002), fuses of $4.5 million (as compared with $5.0 million during the three
months ended June 30, 2002) and value added products of $1.7 million (as
compared with $2.0 million during the three months ended June 30, 2002).
The discussion regarding unit sales and price changes set forth in the
six month analysis is also applicable to the three months ended June 30, 2003
and 2002.
Cost of Sales
-------------
Cost of sales as a percentage of net sales decreased from 75.0 % during
the second quarter of 2002 to 73.4% in 2003. The decrease in the cost of sales
percentage is primarily attributable to a 2.9% decrease in the percentage of
direct labor support and fringe benefits to sales offset in part by an increase
of 1.9% in the percentage of material cost to sales.
The decrease in the support labor and fringe benefits percentages is
primarily attributable to the increase in sales and to cost containment measures
resulting from the shut down of the Dallas manufacturing and research facility
and the Indiana research facility. The increase in material cost results
principally from higher bills of material as a percentage of unit cost
associated with the Insilco Passive Component Group product mix.
The acquisition of Insilco resulted in additional cost of sales in the
amount of $13.1 million during the three months ended June 30, 2003. Such cost
represented 74.4% of net sales of Insilco products during the three months ended
June 30, 2003. The Company expects increases in cost of sales to continue in
future quarters in relation to increases or decreases in its sales.
28
Included in cost of sales are research and development expenses of
$2,013,000 and $1,533,000 for the three months ended June 30, 2003 and June 30,
2002, respectively. The increase is principally attributable to the increased
research and development expenditures at our Power Supply facilities and the
purchase of the Passive Component Group of Insilco.
Selling, General and Administrative Expenses
- --------------------------------------------
The percentage relationship of selling, general and administrative
expenses to net sales increased from 18.0% during the second quarter of 2002 to
18.6% during the second quarter of 2003. The Company attributes the $3.9 million
increase in the dollar amount of such expenses principally to costs associated
with the Insilco and APC operations of approximately $3.0 million, additional
salaries and benefits of $.5 million, additional professional fees of $.4
million and amortization of identifiable intangible assets of $.2 million in
connection with the acquisition of Insilco's Passive Component Group.
The increased salaries and professional fees are attributable to the
reasons set forth in the six month analysis.
Interest Income
- ---------------
Interest income earned on cash and cash equivalents decreased by
approximately $209,000 during the second quarter of 2003 compared to the first
quarter of 2002. The decrease is due primarily to the reasons set forth in the
six month analysis.
Income Tax Provision
- --------------------
The provision for income taxes for the second quarter of 2003 was
$834,000 as compared to $727,000 for the second quarter of 2002. The increase in
the provision is due primarily to the Company's increased earnings before income
taxes for the three months ended June 30, 2003 as compared with the same period
in 2002. The income tax provision is lower than the statutory federal income
tax rate primarily due to lower foreign tax rates.
Net Earnings
- ------------
Net earnings for the quarter ending June 30, 2003 includes
approximately $1.6 million attributable to the Passive Component Group. The
contribution of APC was not material.
Inflation and Foreign Currency Exchange
- ---------------------------------------
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 sales have been denominated in U.S. dollars or
currencies directly or indirectly linked to the U.S. dollar. Most significant
expenses, including raw materials, labor and manufacturing expenses, are either
incurred in US dollars or the currencies of the Hong Kong dollar, the Macau
pataca or the Chinese renminbi. Commencing with the acquisition of the Passive
Components Group, the Company's European sales entity has transactions which are
denominated principally in Euros and British pounds. Conversion of these
transactions into U.S. dollars has resulted in currency exchange gains of
$23,000 which are included as income from realized foreign exchange and
approximately $500,000 in unrealized exchange gains which are included in
cumulative other comprehensive income. Any change in linkage of the U.S. dollar
and the Hong Kong dollar, the Chinese renminbi or the Macau pataca could have a
material effect on the Company's results of operations.
29
Liquidity and Capital Resources
- -------------------------------
Historically, the Company has financed its capital expenditures
primarily through cash flows from operating activities. Currently, due to the
recent acquisition of the Passive Components Group, the Company has borrowed
money under a secured term loan, and has unused lines of credit, as described
below. Management believes that the cash flow from operations after payments of
dividends and scheduled repayments of the term loan, 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 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 capital markets.
The Company has a domestic line of credit amounting to $1,000,000
which was unused at June 30, 2003. The Company also has a $10 million domestic
revolving line of credit which was unused at June 30, 2003. Borrowings under
this $10 million line of credit are secured by the same assets which secure the
term loan described below.
On March 21, 2003, the Company entered into a $10 million secured term
loan. The loan was used to partially finance the Company's acquisition of
Insilco's Passive Components division. The requires 20 equal quarterly
installments of principal with a final maturity on March 31, 2008 and bears
interest at LIBOR plus 1.25 percent (3.75 percent at June 30, 2003) payable
monthly. The loan is collateralized with a first priority security interest in
65% of all the issued and outstanding shares of the capital stock of certain of
the foreign subsidiaries of Bel Fuse Inc. and all other personal property and
certain real property of Bel Fuse Inc. The Company is required to maintain
certain financial covenants, as defined in the agreement. For the six and three
months ended June 30, 2003, the Company recorded interest expense of $83,285 and
$72,868, respectively and has complied with all of the covenants contained in
the loan agreement.
The Company's Hong Kong subsidiary has an unsecured line of credit of
approximately $2,000,000, which was unused at June 30, 2003. This line of credit
expires on December 31, 2003. Borrowing on this 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 Consolidated Financial
Statements in the Company's Annual Report on Form 10-K for the year ended
December 31, 2002.
On March 22, 2003, the Company acquired certain assets, subject to
certain liabilities, and common shares of certain entities comprising Insilco
Technologies, Inc.'s ("Insilco") passive component group for $38.7 million in
cash, including transaction costs of approximately $1.3 million. Purchase price
allocations which have been initially estimated by management and will be
adjusted after management considers a number of factors, including valuations
and independent formal appraisals, when making these determinations. Management
has estimated that approximately $3.7 million of identifiable intangible assets
arose from the transaction and will be amortized on a straight-line basis over a
period of five years.
30
Effective January 2, 2003, the Company entered into an asset purchase
agreement with Advanced Power Components plc ("APC") to purchase the
communication products division of APC for $5.5 million in cash plus the
assumption of certain liabilities. The Company will be required to make
contingent payments equal to 5% of sales (as defined) in excess of $6.3 million
per year for the years 2003 and 2004. Purchase price allocations have been
initially estimated by management and will be adjusted after management
considers a number of factors, including valuations and independent formal
appraisals, when making these determinations. Management has estimated that the
excess of the purchase price over net assets acquired was approximately $2.0
million and has been allocated to goodwill.
These transactions are accounted for using the purchase method of
accounting and, accordingly, the results of operations of Insilco have been
included in the Company's financial statements from March 22, 2003 and the
results of operations of APC have been included in the Company's financial
statements from January 2, 2003. Significant changes in balance sheet amounts
between December 31, 2002 and June 30, 2003 are primarily attributable to the
fact that these acquisitions were reflected in the Company's June 30, 2003
balance sheet and were not reflected in the Company's December 31, 2002 balance
sheet.
Under the terms of the E-Power and Current Concepts, Inc. acquisition
agreements, of May 11, 2001, the Company will be required to make contingent
purchase price payments up to an aggregate of $7.6 million should the acquired
companies attain specified sales levels. E-Power will be paid $2.0 million in
contingent purchase price payments when sales, as defined, reach $15.0 million
and an additional $4.0 million when sales reach $25.0 million on a cumulative
basis through May , 2007. No payments have been made to date with respect to
E-Power. Current Concepts will be paid 16% of sales, as defined, on the first
$10.0 million in sales through May 2007. During the six months ended June 30,
2003 the Company paid approximately $94,000 in contingent purchase price
payments to Current Concepts ($29,000 through March 31, 2003 and $65,000 during
the second quarter of 2003). The contingent purchase price payments are
accounted for as additional purchase price and increase goodwill when such
payment obligations are incurred.
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 June 30, 2003, 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.
During the six months ended June 30, 2003, the Company's cash and cash
equivalents decreased by approximately $18.0 million, reflecting approximately
$36.1 million in payments for acquisitions, $1.9 million in purchases of
property, plant and equipment, $1.2 million in purchase of marketable securities
and $.8 million in dividends offset, in part, by $9.5 million from proceeds from
net borrowings, $4.9 million from the sale of marketable securities, $.3 million
provided by the exercise of stock options, and $7.3 million provided by
operating activities.
The decrease in marketable securities reflects the sales of marketable
securities during the six months ended June 30, 2003; increases in accounts
receivable, inventories, prepaid expenses and property, plant and equipment
(approximately $43 million of the $45 million increase) are associated
principally with the acquisition of Insilco and APC.
31
Cash, marketable securities and cash equivalents and accounts
receivable comprised approximately 43.6% and 55.0% of the Company's total assets
at June 30, 2003 and December 31, 2002, respectively. The Company's current
ratio (i.e., the ratio of current assets to current liabilities) was 5.1 to 1
and 8.1 to 1 at June 30, 2003 and December 31, 2002, 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 during 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 59% of its identifiable assets are located in Hong
Kong, Macau, and The People's Republic of China. Accordingly, events resulting
from any change in the "Most Favored Nation" status granted to China by the U.S.
could have a material adverse effect on the Company.
Accounting Pronouncements
-------------------------
In August 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 adopted SFAS 143 on January 1, 2003. The adoption
of SFAS No.143 did not have a material impact on the Company's results of
operations or financial position.
In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". This statement eliminates the automatic classification of gain or
loss on extinguishment of debt as an extraordinary item of income and requires
that such gain or loss be evaluated for extraordinary classification under the
criteria of Accounting Principles Board No. 30 "Reporting Results of
Operations". This statement also requires sales-leaseback accounting for certain
lease modifications that have economic effects that are similar to
sales-leaseback transactions, and makes various other technical corrections to
existing pronouncements. This statement did not have a material effect on the
Company's results of operations or financial position.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement requires recording
costs associated with exit or disposal activities at their fair values when a
liability has been incurred. Under previous guidance, certain exit costs were
accrued upon management's commitment to an exit plan. The Company adopted SFAS
No. 146 on January 1, 2003. The adoption of SFAS No. 146 did not have a material
impact on the Company's result of operations or financial position.
32
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure, an amendment of FASB
Statement No. 123". SFAS No. 148 provides alternative methods of transition for
a voluntary change to the fair value based method of accounting for stock-based
employee compensation. It also requires disclosure in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. SFAS No. 148
is effective for annual and interim periods beginning after December 15, 2002.
The Company will continue to account for stock-based employee compensation under
the recognition and measurement principle of APB Opinion No. 25 and related
interpretations. The Company complied with the additional annual and interim
disclosure requirements effective December 31, 2002 and June 30, 2003.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
No. 133 on Derivative Instruments and Hedging Activities." This statement amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement is effective for contracts
entered into or modified after June 30, 2003, and for hedging relationships
designated after June 30, 2003. Management believes that adopting this Statement
will not have a material effect on the Company's results of operations or
financial condition.
In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, and interpretation of FASB
Statements No. 5, 57,and 107 and Rescission of FASB Interpretation No. 34. FIN
45 clarifies the requirements of FASB Statement No. 5, Accounting for
Contingencies, relating to the guarantor's accounting for, and disclosure of,
the issuance of certain types of guarantees. This interpretation clarifies that
a guarantor is required to recognize, at the inception of certain types of
guarantees, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and initial measurement
provisions of this Interpretation are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002, irrespective of the
guarantor's fiscal year-end. The disclosure requirements in this interpretation
are effective for financial statements of interim or annual periods ending after
December 15, 2002. The Company adopted FIN 45 on January 1, 2003. The adoption
of FIN 45 did not have a material impact on the Company's results of operations
or financial position.
In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, "Consolidation of Variable Interest Entities," which
addresses consolidation by business enterprises of variable interest entities.
In general, a variable interest entity is a corporation, partnership, trust, or
any other legal structure used for business purposes that either (a) does not
have equity investors with voting rights or (b) has equity investors that do not
provide sufficient financial resources for the entity to support its activities.
A variable interest entity often holds financial assets, including loans or
receivables, real estate or other property. A variable interest entity may be
essentially passive or it may engage in research and development or other
activities on behalf of another company. The objective of Interpretation No. 46
is not to restrict the use of variable interest entities but to improve
financial reporting by companies involved with variable interest entities. Until
now, a company generally has included another entity in its consolidated
financial statements only if it controlled the entity through voting interests.
Interpretation No. 46 changes that by requiring a variable interest entity to be
consolidated by a company if that company is subject to a majority of the risk
of loss from
33
the variable interest entity's activities or entitled to receive a majority of
the entity's residual returns or both. The consolidation requirements of
Interpretation No. 46 apply immediately to variable interest entities created
after January 31, 2003. The consolidation requirements apply to older entities
in the first fiscal year or interim period beginning after June 15, 2003.
Certain of the disclosure requirements apply in all financial statements issued
after January 31, 2003, regardless of when the variable interest entity was
established. The Company does not have any variable interest entities, and,
accordingly, adoption is not expected to have a material effect on the Company's
results of operations or financial position.
In May 2003, the FASB issued SFAS No. 150 "Accounting for Financial
Instruments with the Characteristics of Both Liabilities and Equities". SFAS No.
150 establishes standards regarding the manner in which an issuer classifies and
measures certain types of financial instruments having characteristics of both
liabilities and equity. Pursuant to SFAS No. 150, such freestanding financial
instruments (i.e. those entered into separately from an entity's other financial
instruments or equity transactions or that are legally detachable and separately
exercisable) must be classified as liabilities or, in some cases, assets. In
addition, SFAS No. 150 requires that financial instruments containing
obligations to repurchase the issuing entity's equity shares and, under certain
circumstances, obligations that are settled by delivery of the issuer's shares
be classified as liabilities. The Statement is effective for financial
instruments entered into or modified after May 31, 2003 and for other
instruments at the beginning of the first interim period after June 15, 2003.
Management is currently evaluating the provisions of SFAS No. 150 and will
determine the impact, if any, the adoption will have on our financial
statements.
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.
34
Item 4. Controls and Procedures
(a) Disclosure controls and procedures. As of the end of the Company's most
recently completed fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) covered by this report, the Company carried out an
evaluation, with the participation of the Company's management, including the
Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the Company's disclosure controls and procedures pursuant to
Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Company's
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in ensuring that information
required to be disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
(b) Changes in internal controls over financial reporting. There have been no
changes in the Company's internal controls over financial reporting that
occurred during the Company's last fiscal quarter to which this report relates
that have materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.
PART II. Other Information
Item 1. Legal Proceedings
-----------------
a) 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
Inc., 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 Inc., 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 Lucent and substantial and meritorious defenses to
Lucent's counterclaims. However, the Company cannot predict how the arbitrator
will decide this matter and whether it will have a material effect on the
Company's consolidated financial statements.
b) The Company has received a letter from a third party which states that its
patent covers certain of the Company's modular jack products and indicates the
third party's willingness to grant a non-exclusive license to the Company under
the patent. The Company believes that none of its products are covered by this
patent.
35
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Company's annual meeting of security holders was held on May 22,
2003. At the meeting the following votes were taken:
(1) The Board's nominees were elected to the Board of Directors for a
term of three years. The votes were cast as follows:
For Withheld
--- --------
Howard Bernstein 2,353,090 90,153
John F. Tweedy 2,353,663 101,580
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
Exhibit 31.1 Certification of the Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification of the Vice President of Finance
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification of the Chief Executive Officer and
Vice President of Finance pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Exhibit 99.4 - Exhibit 99.3 of the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003 is hereby
incorporated by reference.
(b) Current Report on Form 8-K:
The Company submitted a Current Report on Form 8-K on April
29, 2003, disclosing (under Items 7 and 12) results of
operations for the quarter ended March 31, 2003.
36
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
Dated: August 13, 2003
37
EXHIBIT INDEX
-------------
Exhibit 31.1 - Certification of the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 - Certification of the Vice President of Finance pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 - Certification of the Chief Executive Officer and Vice President
of Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.4 - Exhibit 99.3 of the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2003 is hereby incorporated by reference.
EXHIBIT 31.1
CERTIFICATION
I, Daniel Bernstein, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Bel Fuse,
Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: August 13, 2003
By: /s/ Daniel Bernstein
----------------------------------
Daniel Bernstein, President and
Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION
I, Colin Dunn, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Bel Fuse,
Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: August 13, 2003
By: /s/ Colin Dunn
-------------------------------
Colin Dunn, Vice President
of Finance
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Bel Fuse Inc (the "Company") on Form
10-Q for the quarter ended June 30, 2003 filed with the Securities and Exchange
Commission (the "Report"), I, Daniel Bernstein, President and Chief Executive
Officer, and I, Colin Dunn, Vice President of Finance of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934;and
(2) The information contained in the Report fairly presents, in all material
respects, the consolidated financial condition of the Company as of the dates
presented and consolidated result of operations of the Company for the periods
presented.
Dated: August 13, 2003
By: /s/ Daniel Bernstein
----------------------------------
Daniel Bernstein, President
and Chief Executive Officer
BY: /s/ Colin Dunn
----------------------------------
Colin Dunn, Vice President of
Finance