UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
(Amended to reflect the Press Release text, which was
previously filed as "Correspondence")
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 19, 2004
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BEL FUSE INC.
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(Exact name of registrant as specified in charter)
New Jersey 0-11676 22-1463699
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
206 Van Vorst Street, Jersey City, New Jersey 07302
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 432-0463
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(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
As described in Item 12 of this Report, the following Exhibit is furnished as
part of this Current Report on Form 8-K:
99.1 Press Release of Bel Fuse Inc. dated February 19, 2004.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 19, 2004, Bel Fuse Inc. (the "Company") issued a press release
regarding results for the year ended December 31, 2003. A copy of this press
release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.6 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific reference in such
a filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
BEL FUSE INC
By: /s/ Daniel Bernstein
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Name: Daniel Bernstein
Title President
Date: February 19, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release, dated February 19, 2004, issued
by the Company.
[GRAPHIC OMITTED] BEL FUSE INC.
206 Van Vorst Street
FOR IMMEDIATE RELEASE Jersey City, NJ 07302
www.belfuse.com
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tel 201.432.0463
fax 201.432.9542
INVESTOR CONTACT: COMPANY CONTACT:
Neil Berkman Associates Daniel Bernstein
(310) 277-5162 President
info@berkmanassociates.com (201) 432-0463
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BEL REPORTS HIGHER PRELIMINARY AND UNAUDITED REVENUE AND NET
EARNINGS FOR FOURTH QUARTER AND FISCAL 2003
JERSEY CITY, NEW JERSEY, February 19, 2004 . . . BEL FUSE INC.
(NASDAQ:BELFA & NASDAQ:BELFB) today announced higher preliminary and
unaudited revenue and net earnings for the fourth quarter and fiscal year
ended December 31, 2003.
FOURTH QUARTER RESULTS
For the fourth quarter of 2003, revenue increased 59% to $42,865,000
from $26,886,000 for the fourth quarter of 2002. Net earnings increased to
$5,597,000, or $0.49 per diluted share. This compares to a net loss of
$639,000, or $0.06 per diluted share, for the same period a year earlier.
2003 RESULTS
For 2003, revenue increased 66% to $158,498,000 from $95,528,000 for
2002. Net earnings increased to $13,764,000, or $1.23 per diluted share.
This compares to net earnings of $579,000, or $0.05 per diluted share, for
2002.
The Company cautions that its fourth quarter and year end results are
preliminary and unaudited.
OPERATIONS REVIEW
President Daniel Bernstein said that the acquisition of the Passive
Components Group from Insilco Technologies completed last spring was
primarily responsible for the increase in revenue for the fourth quarter
and 2003 compared to the comparable prior-year periods. He said that the
implementation of operating enhancements at the Passive Components Group
contributed to the increase in profitability, as did the launch of Bel's
new integrated connector modules and other new products during 2003.
At December 31, 2003, Bel had cash, cash equivalents and marketable
securities of approximately $62,500,000, working capital of approximately
$101,000,000, a current ratio of 6-to-1, total long-term debt of
$6,500,000 and shareholders' equity of approximately $146,855,000.
(more)
BEL REPORTS HIGHER REVENUE AND NET EARNINGS
FOR FOURTH QUARTER AND FISCAL 2003
February 19, 2004
Page Two
ABOUT BEL
Bel (www.BelFuse.com) and its subsidiaries are primarily engaged in the
design, manufacture and sale of products used in networking, telecommunications,
high speed data transmission, automotive and consumer electronics. Products
include magnetics and connectors for voice and data transmission, fuses, DC/DC
converters, delay lines and hybrid circuits. The Company operates facilities
around the world.
CONFERENCE CALL
Bel has scheduled a conference call at 11:00 a.m. ET today. A simultaneous
webcast of the conference call may be accessed from the Investor Info link at
www.BelFuse.com. A replay will be available after 1:00 p.m. ET at this same
Internet address. For a telephone replay, dial (800) 633-8284, reservation
#21184113 after 1:00 p.m. ET.
FORWARD-LOOKING STATEMENTS
Except for historical information contained in this news release, the
matters discussed are forward looking statements that involve risks and
uncertainties. Among the factors that could cause actual results to differ
materially from such statements are: the market concerns facing our customers,
the continuing viability of sectors that rely on our products, the effect of
business and economic conditions; the difficulties inherent in integrating
remote businesses that may have followed business practices that differ from the
Company's business practices; capacity and supply constraints or difficulties;
product development, commercializing or technological difficulties; the
possibility that changes may occur in the Company's financial statements between
the Company's announcement of preliminary results and the Company's release of
audited results; the regulatory and trade environment; uncertainties associated
with legal proceedings; the market's acceptance of the Company's new products
and competitive responses to those new products, and the risk factors detailed
from time to time in the Company's SEC reports. In light of the risks and
uncertainties, there can be no assurance that any forward-looking statement will
in fact prove to be correct. We undertake no obligation to update or revise any
forward-looking statements.
(table attached)
#35xx
BEL FUSE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
($ 000s omitted, except for per share data)
Three Months Ended Twelve Months Ended
December 31, December 31,
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2003 2002 2003 2002
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(unaudited) (unaudited) (unaudited) (audited)
Net sales $42,865 $26,886 $158,498 $95,528
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Cost of expenses:
Cost of sales 30,248 18,366 113,813 72,420
Selling, general and administrative expenses 5,966 9,473 26,757 22,270
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36,214 27,839 140,570 94,690
Income (loss) from operations 6,651 (953) 17,928 838
Other income - net 136 173 249 940
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Earnings (loss) before income tax provision 6,787 (780) 18,177 1,778
Income tax provision (benefit) 1,190 (141) 4,413 1,199
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Net earnings (loss) $ 5,597 $ (639) $ 13,764 $ 579
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Net earnings (loss) per common share
Basic $ 0.50 $ (0.06) $ 1.25 $ 0.05
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Diluted $ 0.49 $ (0.06) $ 1.23 $ 0.05
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Average common shares outstanding
Basic 11,146 10,933 11,021 10,907
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Diluted 11,339 10,933 11,182 11,086
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CONDENSED CONSOLIDATED BALANCE SHEET DATA
($ 000s omitted)
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December 31, December 31,
ASSETS 2003 2002 LIABILITIES & EQUITY 2003 2002
(Unaudited) (Audited) (Unaudited) (Audited)
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Current assets $120,795 $ 94,504 Current liabilities $ 19,709 $ 11,715
Property, plant &
equipment - net 44,120 37,605 Long-term liabilities 6,500 --
Goodwill, net 6,935 4,820 Deferred income taxes 6,724 4,519
Intangibles &
and other assets 7,938 9,964 Stockholders' equity 146,855 130,659
Total assets $179,788 $146,893 Total liabilities & equity $179,788 $146,893
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