U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2003
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
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Commission File Number 0-11676
BEL FUSE INC.
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(Exact name of registrant as specified in its charter)
New Jersey 22-1463699
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
206 Van Vorst Street, Jersey City, New Jersey 07302
(201) 432-0463
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(Address and telephone number, including area code,
of registrant's principal executive office)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Class A Common
Stock, $.10 par value; Class B Common Stock, $.10 par value
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934)
Yes X No
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The aggregate market value of the voting and non-voting common equity
of the registrant held by non-affiliates (for this purpose, persons and entities
other than executive officers, directors, and 5% or more shareholders) of the
registrant, as of the last business day of the registrant's most recently
completed second fiscal quarter (June 30, 2003), was $225,135,000.
Number of shares of Common Stock outstanding as of March 1, 2004:
2,701,663 Class A Common Stock; 8,515,192 Class B Common Stock
Documents incorporated by reference:
Bel Fuse Inc.'s Definitive Proxy Statement for the 2004 Annual Meeting
of Stockholders is incorporated by reference into Part III.
BEL FUSE INC.
INDEX
Page
Part I
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Item 1. Business.............................................. 1
Item 2. Properties............................................ 16
Item 3. Legal Proceedings..................................... 18
Item 4. Submission of Matters to a Vote of Security Holders... 18
Part II
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Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters....................... 19
Item 6. Selected Financial Data............................... 21
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................... 23
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk........................................... 41
Item 8. Financial Statements and Supplementary Data........... 41
Item 9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure................ 43
Item 9A. Controls and Procedures............................... 43
Part III
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Item 10. Directors and Executive Officers of the Registrant.... 44
Item 11. Executive Compensation................................ 44
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters........ 44
BEL FUSE INC.
INDEX (Con't)
Page
Part III (Con't)
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Item 13. Certain Relationships and Related Transactions........ 44
Item 14. Principal Accountant Fees and Services................ 44
Part IV
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Item 15. Exhibits, Financial Statement Schedules and
Reports on Form 8-K................................... 45
Signatures.................................................................. 48
*Page F-1 follows page 42
FORWARD LOOKING INFORMATION
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 this Company's Annual
Report on Form 10-K. 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 this Annual Report on Form
10-K, 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.
PART I
Item 1. Business
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General
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Bel Fuse Inc. ("Bel" or the "Company") is a leading producer of
electronic products that help make global connectivity a reality. The Company
designs, manufactures and markets a broad array of magnetics, modules, circuit
protection devices and interconnect products. While these products are deployed
primarily in the computer, networking and telecommunication industries, Bel's
ever-expanding portfolio of products also finds application in the automotive,
medical and consumer electronics markets. These products are designed to
protect, regulate, connect, isolate or manage a variety of electronic circuits.
With over 50 years in the electronics industry, Bel has reliably
demonstrated the ability to succeed in a variety of product areas across
multiple industries. Founded in 1949, the Company has a strong track record of
technical innovation working with the engineering communities of market leaders.
Bel has consistently proven itself a valuable supplier to the foremost companies
in its chosen industries by developing cost-effective solutions for the
challenges of new product development. By combining our strength in product
design with our own specially-designed manufacturing facilities, Bel has
established itself as a formidable competitor on a global basis.
-1-
The Company, which is organized under New Jersey law, does not have
reportable segments as defined in Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information".
Bel's principal executive offices are located at 206 Van Vorst Street, Jersey
City, New Jersey 07302; (201) 432-0463. The Company also operates facilities in
North America, Europe and the Far East and trades on the NASDAQ (BELFA and
BELFB). For information regarding Bel's three geographic reporting units, see
Note 11 of the Notes to Consolidated Financial Statements.
The terms "Company" and "Bel" as used in this Annual Report on Form
10-K refers to Bel Fuse Inc. and its consolidated subsidiaries unless otherwise
specified.
Product Groups
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Magnetics
o Discrete components
o Power transformers
o MagJack(R) integrated connector modules
The Company, a leading producer of discrete magnetic components,
markets an extensive line of products (transformers, filters, common mode chokes
and delay lines) used in networking, telecommunications and broadband
applications. These magnetic devices condition, filter and isolate the signal as
it travels through various network equipment helping to ensure accurate data
and/or voice transmission. Bel's magnetic components are also used in the
automotive and consumer products markets.
Power transformer products include standard and custom designs that
have been added to the Company's product mix as a result of the Signal
Transformer acquisition. Manufactured for use in alarm, security and medical
products, these devices are designed to comply with international safety
standards governing transformers, including UL, CSA, IEC, TUV and VDE.
Marketed under the brand name MagJack(R), Bel's integrated connector
modules combine the Company's magnetic components with combinations of RJ45 and
USB connectors. In addition to connectivity, these modules provide the signal
conditioning, electro-magnetic interference suppression and signal isolation
previously performed by multiple, discrete magnetic components. Implemented
extensively in networking and computer products, MagJacks have been installed in
over 150 million ports worldwide.
Modules
o Power conversion modules
o Integrated analog front end modules
o Custom modules
Bel's Power conversion products include standard and custom
non-isolated DC/DC converters designed specifically to power low voltage silicon
devices. The need for converting one DC voltage to another voltage is growing
rapidly as the developers of integrated circuits
-2-
commonly adjust the supply voltage as a means of optimizing device performance.
These DC/DC converters are used in data networking equipment, distributed power
architecture, telecommunication devices, as well as computers and peripherals.
The Company develops IC-compatible, integrated front end modules for
broadband and telecommunication applications. These modules, including products
acquired in the APC transaction, can eliminate the need for several discrete
components by providing the same functionality in a single, compact device.
The Company continues to pursue market opportunities, such as those in
the automotive industry, where it can supply customized value-added modules to
customers requiring integrated products that combine one or more of the
Company's capabilities in surface mount assembly, automatic winding, hybrid
fabrication and component encapsulation.
Circuit Protection
o Miniature fuses
o Micro fuses
o Surface mount fuses
The Company's circuit protection products include board level fuse
designs (miniature, micro and surface mount fuses) designed for the global
electronic and telecommunication markets. Fuses prevent currents in an
electrical circuit from exceeding certain predetermined levels, acting as a
safety valve to protect expensive components from damage by cutting off high
currents before they can generate enough heat to cause smoke or fire.
While the Company continues to manufacture traditional fuse types, its
surface mount chip fuses are in high demand for use in space-critical
applications such as mobile phones and computers. Like a majority of Bel's fuse
products, the chip fuses comply with RoHS standards for the elimination of lead
and other hazardous materials.
The Company's circuit protection devices are used extensively in
products such as televisions, consumer electronics, power supplies, computers,
telephones and networking equipment.
Interconnect
o Passive jacks
o Plugs
o Cable assemblies
Through the Stewart Connector acquisition, the Company has added a
comprehensive line of modular connectors, including RJ45 and RJ11 passive jacks,
plugs and cable assemblies. Passive jacks serve primarily as the connectivity
device in networking equipment such as routers, hubs, switches and patch panels.
Modular plugs and cable assemblies are utilized within the structured cabling
system, often referred to as premise wiring. The Company's connector products
are designed to meet all major performance standards including newly released
Category 6 compliant products targeted to next generation network standards for
Gigabit Ethernet and 10Gigabit Ethernet.
-3-
The following table describes, for each of Bel's product groups, the
principal functions and applications associated with such product groups.
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PRODUCT GROUP FUNCTION APPLICATION
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MAGNETICS
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Discrete Components Condition, filter and isolate the Network switches, routers, hubs and
electronic signal to ensure accurate PCs used in 10/100Base-TX, Gigabit,
data and/or voice transmission. VoIP, home networking and cable
modem applications.
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Power Transformers Safety isolation and distribution. Power supplies, alarm, fire
detection and security systems,
HVAC, lighting and medical
equipment.
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MagJack(R) Integrated Connector Condition, filter and isolate an Network switches, routers, hubs and
Modules electronic signal to ensure accurate PCs used in 10/100Base-TX, Gigabit,
data and/or voice transmission and and VoIP.
to provide RJ45 and USB connectivity
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MODULES
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Power Conversion Modules Convert DC voltage level to other Networking equipment, distributed
(DC/DC Converters) DC level as required to meet the power architecture, telecom
power needs of low voltage silicon devices, computers and peripherals.
devices
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Integrated Analog Front End Condition, filter and isolate the Broadband and telecom equipment
Modules electronic signal to ensure accurate supporting ISDN, T1/E1, xDSL
data and/or voice transmission. technologies.
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Custom Modules Integrate several discrete devices to Automotive products.
provide customized, space-saving
solution.
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CIRCUIT PROTECTION
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Miniature Fuses Protects devices by preventing Power supplies, electronic
current in an electrical circuit ballasts and consumer
from exceeding acceptable levels. electronics.
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Micro Fuses Protects devices by preventing Cellular phone chargers,
current in an electrical circuit from consumer electronics, power
exceeding acceptable levels. supplies and set top boxes.
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Surface Mount Fuses Protects devices by preventing Cellular phones, mobile
current in an electrical circuit computers, IC and battery
from exceeding acceptable levels. protection, power supplies and
telecom line cards.
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INTERCONNECT
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Passive Jacks RJ45 and RJ11 connectivity Network routers, hubs, switches
and patch panels deployed in
Category 5, 5e and 6 cable
systems.
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Plugs Network routers, hubs, switches and
RJ45 and RJ11 connectivity patch panels deployed in
Category 5, 5e and 6 cable
systems.
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Cable Assemblies RJ45 and RJ11 connectivity Structured Category 5, 5e and 6
cabling systems (premise wiring).
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-4-
Acquisitions
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Acquisitions have played a critical role in the growth of Bel and the
expansion of both its product portfolio and its customer base. Furthermore,
acquisitions continue to be a key element in the Company's growth strategy. The
Company frequently evaluates possible acquisition targets that would provide an
expanded product and technology base that will allow the Company to further
penetrate its strategic customers and/or an opportunity to reduce overall
operating expense as a percentage of revenue. Bel also looks at whether the
targets are positioned to take advantage of the Company's low cost manufacturing
facilities; and whether a cultural fit will allow the acquired company to be
integrated smoothly and efficiently.
On March 22, 2003, the Company acquired certain assets, subject to
certain liabilities, and common shares of certain entities comprising the
Passive Components Group of Insilco Technologies, Inc. ("Insilco") for $37.0
million (including cash acquired of $799,000) in cash, including transaction
costs of approximately $1.4 million. This acquisition included the Stewart
Connector Systems Group ("Stewart"), InNet Technologies ("InNet") and the Signal
Transformer Group ("Signal Transformer"). The purchase price has been allocated
to both tangible and intangible assets and liabilities based on estimated fair
values after considering various independent formal appraisals. Approximately
$1.6 million of identifiable intangible assets (patents) arose from this
transaction; such intangible assets will be amortized on a straight line basis
over a period of five years. In addition, $2.9 million has been attributed to
goodwill. Patents having a carrying value of $1.6 million and goodwill of $.8
million have been included in the Company's Asia reporting unit. Goodwill of
$1.5 million and $.6 million has been included in the Company's North America
and European reporting units, respectively.
The Company believes that the purchase of Insilco's Passive Components
Group was a logical strategic fit with Bel's existing products and markets. 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 Bel and the acquired InNet/Stewart Group were leaders in the
Integrated Connector Module ("ICM") market with their respective MagJack product
offerings. Consolidating the engineering, manufacturing and sales capabilities
of Bel and Stewart has strengthened the Company's leadership 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 San Diego based InNet group was dissolved into Bel's existing
San Diego operations.
The Signal Transformer Group adds a new product line of 60Hz power
transformers and many new customers. The Company is seeking to capitalize on
Signal Transformer's broad base of customers with Bel's expanded product
offering.
-5-
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 $5.5 million
per year for the years 2003 and 2004. No contingent purchase price payment
amounts were due for 2003. The purchase price has been allocated to both
tangible and intangible assets and liabilities based on estimated fair values.
Goodwill of approximately $2.1 million has been included in the Company's Asia
reporting segment.
There was no in-process research and development acquired as part of
Insilco Passive Components Group and APC acquisitions.
These transactions were accounted for using the purchase method of
accounting and, accordingly, the results of operations of the Passive Components
Group 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 the Passive Components Group of Insilco and APC had been acquired as
of January 1, 2002 (in thousands, except per share data):
Year Ended
December 31,
------------
2003 2002
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Net sales $174,211 $167,089
Net earnings (loss) 14,553 (2,614)
Earnings (loss) per share - diluted 1.30 (0.24)
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 a representation
of the future results of operations of the Company.
-6-
A condensed balance sheet of the major assets and liabilities of the
acquired entities at the acquisition dates is as follows:
Cash $ 799,000
Accounts receivable 14,764,000
Inventories 15,613,000
Prepaid expenses 327,000
Property, plant and
equipment 11,049,000
Other assets 244,000
Goodwill 5,062,000
Intangible assets 1,600,000
Accounts payable (2,748,000)
Accrued expenses (3,540,000)
Income taxes payable 566,000
Deferred income taxes payable (421,000)
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Net assets acquired $ 43,315,000
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Sales and Marketing
The Company sells its products to customers throughout North America,
Western Europe and the Far East. Sales are made through one of three channels:
direct strategic account managers, independent sales representative
organizations or authorized distributors. Bel's strategic account managers are
assigned to larger customers in order to facilitate technical partnerships for
engineering development of IC-compatible components and modules.
Independent sales representatives and authorized distributors are
overseen by the Company's sales management personnel located throughout the
world. As of December 31, 2003, the Company had a sales and support staff of 49
persons that supported a network of 88 sales representative organizations and
non-exclusive distributors. The Company has written agreements with all of its
sales representative organizations and major distributors. These written
agreements, terminable on short notice by either party, are standard in the
industry.
Sales support functions have also been established and located in Bel
facilities around the world to provide timely, efficient support for customers.
This supplemental level of service, in addition to first-line sales, enables the
Company to be more responsive to customers needs on a global level. The
Company's marketing capabilities include product management which drives new
product development, application engineering for technical support and marketing
communications.
-7-
Research and Development
The Company's engineering groups are strategically located around the
world to facilitate communication with and access to customers' engineering
personnel. This collaborative approach enables partnerships with customers for
technical development efforts. On occasion, Bel executes non-disclosure
agreements with customers to help develop proprietary, next generation products
destined for rapid deployment.
The Company also sponsors membership in technical standards
organizations that allow Bel's engineers to participate in developing standards
for emerging technologies. It is management's opinion that this participation is
critical in establishing credibility and a reputable level of expertise in the
marketplace, as well as positioning the Company as an industry leader in new
product 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. Research and development costs
include salaries, building maintenance and utilities, rents, materials,
administration costs and miscellaneous other items. Research and development
expenses for the years ended December 31, 2003, 2002 and 2001 amounted to $8.4
million, $6.6 million and $5.0 million, respectively. The increase for the year
ended December 31, 2003 is principally attributed to increased expenditures at
the Company's Power Products group facilities and operations of the recently
acquired Passive Components Group of Insilco and APC.
Competition
The Company operates in a variety of markets all of which are highly
competitive. There are numerous independent companies and divisions of major
companies that manufacture products that are competitive with one or more of
Bel's products. It is management's opinion that Bel's expanded product portfolio
helps to differentiate the Company in these markets and, as a result, reduces
the possibility of any single direct competitor operating across all product
groups.
The Company's ability to compete is dependent upon several factors
including product performance, quality, reliability, depth of product line,
customer service, technological innovation, design, delivery time and price.
Overall financial stability and global presence also play a significant role and
give Bel a favorable position in relation to many of its competitors. Management
intends to maintain a strong competitive posture in the Company's markets by
continued expansion of the Company's product lines and ongoing investment in
research, development and manufacturing resources.
-8-
Employees
As of December 31, 2003, the Company had 1,479 full-time employees. The
Company employed 577, 864 and 38 people in its North American, Asian and
European facilities, respectively, excluding workers supplied by independent
contractors. The Company's manufacturing facility in New York is represented by
a labor union. The Company believes that its relations with employees are
satisfactory.
Suppliers
The Company has multiple suppliers for most of the raw materials that
it purchases. Where possible, the Company has contractual agreements with
suppliers to assure a continuing supply of critical components.
With respect to those items which are purchased from single sources,
the Company believes that comparable items would be available in the event that
there were a termination of the Company's existing business relationships with
any such supplier. While such a termination could produce a disruption in
production, the Company believes that the termination of business with any one
of its suppliers would not have a material adverse effect on its long-term
operations. Actual experience could differ materially from this belief as a
result of a number of factors, including the time required to locate an
alternative supplier, and the nature of the demand for the Company's products.
In the past, the Company has experienced shortages in certain raw materials,
such as capacitors and ferrites, when these materials were in great demand. Even
though the Company may have more than one supplier for certain materials, it is
possible that these materials may not be available to the Company in sufficient
quantities or at the times desired by the Company.
Backlog
- -------
The Company manufactures products against firm orders and projected
usage by customers. Cancellation and return arrangements are either negotiated
by the Company on a transactional basis or contractually determined. The
Company's backlog of orders as of February 29, 2004 was approximately $29.7
million, as compared with a backlog of $14.3 million as of February 25, 2003,
which excludes the backlog of the Insilco Group. Management expects that all of
the Company's backlog as of February 25, 2004 will be shipped by December 31,
2004. Such expectation constitutes a Forward-Looking Statement. Factors that
could cause the Company to fail to ship all such orders by year-end include
unanticipated supply difficulties, changes in customer demand and new customer
designs. The Company's major customers have negotiated reduced lead times on
purchase orders and have implemented consignment inventory programs with the
goal of reducing their inventories. Accordingly, backlog may no longer be a
reliable indicator of the timing of future sales. See "Risk Factors - Our
backlog figures may not be reliable indicators."
-9-
Intellectual Property
- ---------------------
The Company has been granted a number of U.S. patents and has
additional U.S. patent applications pending relating to its products. While the
Company believes that the issued patents are defendable and that the pending
patent applications relate to patentable inventions, there can be no assurance
that a patent will be obtained from the applications or that its existing
patents can be successfully defended. It is management's opinion that the
successful continuation and operation of the Company's business does not depend
upon the ownership of patents or the granting of pending patent applications,
but upon the innovative skills, technical competence and marketing and
managerial abilities of its personnel. The patents have a life of seventeen
years from the date of issue or twenty years from filing of patent applications.
The Company's existing patents expire on various dates from March 11, 2006 to
February 15, 2021.
The Company utilizes U.S. registered trademarks to identify various
products that it manufactures. The trademarks survive as long as they are in use
and the registrations of these trademarks are renewed.
AVAILABLE INFORMATION
The Company maintains a website at www.belfuse.com where it makes
available the proxy statements, press releases and reports on Form 4, 8-K, 10-K
and 10-Q that it and its insiders file with the SEC. These forms are made
available as soon as reasonably practicable after such material is
electronically filed with or furnished to the SEC. Press releases are also
issued via electronic transmission to provide access to the Company's financial
and product news. In addition, the Company provides notification of and access
to voice and Internet broadcasts of its quarterly and annual results.
Risk Factors
An investment in our common stock involves a high degree of risk.
Investors should carefully consider the risks described below, together with all
other information contained in this Annual Report before making investment
decisions with respect to our common stock.
WE DO BUSINESS IN A VERY DIFFICULT ECONOMIC ENVIRONMENT.
We and others in the electronic component industry have for the past several
years experienced a decline in product demand on a global basis, resulting in
order cancellations and deferrals, and introduction of fewer new products. This
decline is primarily attributable to a slowing of growth in the internet and
broadband markets. This slowdown may continue and may become more pronounced.
The current economic environment, as well as recessionary trends in the global
economy, makes it more difficult for us to predict our future sales, which also
makes it more difficult to manage our operations, and could materially and
adversely impact our results of operations.
-10-
WE DO BUSINESS IN A HIGHLY COMPETITIVE INDUSTRY
Our business is highly competitive worldwide, with relatively low barriers to
competitive entry. We compete principally on the basis of product performance,
quality, reliability, depth of product line, customer service, technological
innovation, design, delivery time and price. The electronic components industry
has become increasingly concentrated and globalized in recent years and our
major competitors, some of which are larger than us, have significant financial
resources and technological capabilities.
OUR BACKLOG FIGURES MAY NOT BE RELIABLE INDICATORS.
Many of the orders that comprise our backlog may be canceled by customers
without penalty. Customers may on occasion double and triple order components
from multiple sources to ensure timely delivery when backlog is particularly
long. Customers often cancel orders when business is weak and inventories are
excessive. Therefore, we cannot be certain the amount of our backlog does not
exceed the level of orders that will ultimately be delivered. Our results of
operations could be adversely impacted if customers cancel a material portion of
orders in our backlog.
THERE ARE SUBSTANTIAL PRESSURES ON US TO LOWER OUR PRICES.
The average selling prices for our products tend to decrease rapidly over their
life cycle, and customers are increasing pressure on suppliers to lower prices.
Our profits will suffer if we are not able to reduce our costs of production or
induce technological innovations as sales prices decline.
WE ARE DEPENDENT ON OUR ABILITY TO DEVELOP NEW PRODUCTS.
Our future operating results are dependent, in part, on our ability to develop,
produce and market new and more technologically advanced products. There are
numerous risks inherent in this process, including the risks that we will be
unable to anticipate the direction of technological change or that we will be
unable to timely develop and bring to market new products and applications to
meet customers' changing needs.
OUR ACQUISITIONS MAY NOT PRODUCE THE ANTICIPATED RESULTS.
A significant portion of our recent growth is from acquisitions. We cannot
assure you that we will identify or successfully complete transactions with
suitable acquisition candidates in the future. We also cannot assure you that
acquisitions we complete will be successful. If an acquired business fails to
operate as anticipated or cannot be successfully integrated with our other
businesses, our results of operations, enterprise value, market value and
prospects could all be materially and adversely affected.
If our acquisitions fail to perform up to our expectations, or as the value of
goodwill decreases, we could be required to record a loss from the impairment of
the asset. Integration of new acquisitions into our consolidated operations may
result in lower average operating results for the group as a whole.
-11-
Our strategy also focuses on the reduction of selling, general and
administrative expenses through the integration or elimination of redundant
sales offices and administrative functions at acquired companies. Our inability
to achieve these goals could have a material and adverse effect on our results
of operations.
We intend to continue to seek additional acquisition candidates, although we
cannot predict when or if we will make any additional acquisitions, and what the
impact of any such acquisitions may have on our financial performance. If we
were to undertake a substantial acquisition for cash, the acquisition would
likely need to be financed in part through bank borrowings or the issuance of
public or private debt or equity. If we borrow money to finance acquisitions,
this would likely decrease our ratio of earnings to fixed charges and adversely
affect other leverage criteria and could result in the imposition of material
restrictive covenants. Under our existing credit facility, we are required to
obtain our lenders' consent for certain additional debt financing, to comply
with other covenants including the application of specific financial ratios, and
may be restricted from paying cash dividends on our capital stock. We cannot
assure you that the necessary acquisition financing would be available to us on
acceptable terms, or at all, when required.
WE MAY BE IMPACTED BY OUR COMPETITORS' OVERCAPACITY
Any drop in demand or increase in supply of our products due to the overcapacity
of our competitors could cause a dramatic drop in our average sales prices
causing a decrease in our gross margins.
WE ARE EXPOSED TO WEAKNESSES IN INTERNATIONAL MARKETS, INCLUDING THE
WEAKNESSES ASSOCIATED WITH THE SARS EPIDEMIC, AND OTHER RISKS INHERENT IN
FOREIGN TRADE.
We have operations in seven countries around the world outside the United
States, and approximately 68.3% of our revenues during 2003 were derived from
sales to customers outside the United States. Some of the countries in which we
operate have in the past experienced and may continue to experience political,
economic, medical epidemic and military instability or unrest. These conditions
could have a material and adverse impact on our ability to operate in these
regions and, depending on the extent and severity of these conditions, could
materially and adversely affect our overall financial condition and operating
results. In particular, current medical epidemic conditions in the Far East
could materially and adversely affect our business operations there and
elsewhere.
Although our operations have traditionally been largely transacted in US dollars
or US dollar linked currencies, recent world financial instability and recent
acquisitions in the Dominican Republic, Mexico, Germany, the United Kingdom,
Hong Kong and The Peoples' Republic of China may cause additional foreign
currency risks.
Other risks inherent in doing trade internationally include; expropriation and
nationalization, trade restrictions, transportation delays, and changes in
United States laws that may inhibit or restrict our ability to manufacture in or
sell to any particular country.
-12-
While we have benefited from favorable tax treatment in many of the countries
where we operate, the benefits we currently enjoy could change if laws or rules
in the United States or those foreign jurisdictions change, incentives are
changed or revoked, or we are unable to renew current incentives.
WE MAY EXPERIENCE LABOR UNREST.
As we implement transfers of certain of our operations, we may experience
strikes or other types of labor unrest as a result of lay-offs or termination of
employees in higher labor cost countries.
WE RELY UPON OUR ABILITY TO PROCURE HIGH QUALITY RAW MATERIALS AT
COST-EFFECTIVE PRICES.
Our results of operations may be adversely impacted by difficulties in obtaining
raw materials, supplies, power, natural resources and any other items needed for
the production of our products, as well as by the effects of quality deviations
in raw materials and the effects of significant fluctuations in the prices on
existing inventories and purchase commitments for these materials.
As product life cycles shorten and during periods of market slowdowns,
the risk of material obsolescence increases and this may adversely impact our
financial results.
OUR RESULTS OF OPERATIONS MAY BE MATERIALLY AND ADVERSELY IMPACTED BY
ENVIRONMENTAL AND OTHER REGULATIONS.
Our manufacturing operations, products and/or product packaging are
subject to environmental laws and regulations governing air emissions,
wastewater discharges, the handling, disposal and remediation of hazardous
substances, wastes and certain chemicals used or generated in our manufacturing
processes, employee health and safety labeling or other notifications with
respect to the content or other aspects of our processes, products or packaging,
restrictions on the use of certain materials in or on design aspects of our
products or product packaging and responsibility for disposal of products or
product packaging. More stringent environmental regulations may be enacted in
the future, and we cannot presently determine the modifications, if any, in our
operations that any such future regulations might require, or the cost of
compliance with these regulations.
OUR RESULTS MAY VARY SUBSTANTIALLY FROM PERIOD TO PERIOD.
Our revenues and expenses may vary significantly from one accounting
period to another accounting period due to a variety of factors, including
customers' buying decisions, our product mix and general market and economic
conditions. Such variations could significantly impact our stock price.
-13-
DUE TO THE DYNAMIC NATURE OF OUR INDUSTRY, CHANGES IN THE MARKET,
INCLUDING THE RECENT CONTRACTION, MAY RESULT IN A MATERIAL REDUCTION IN THE
DEMAND FOR OUR PRODUCTS.
The Company and others in the electronic component industry have, for the
past several years, experienced an overall decline in product demand on a global
basis resulting in order cancellations and deferrals. This decline has been
primarily attributable to a slowing of growth in the internet and broadband
markets. While certain indicators have recently shown that economic conditions
are improving, we cannot predict the strength or duration of the recovery. This
complex economic environment makes it more difficult for us to predict our
future sales, which also makes it more difficult to manage our operations, and
could materially and adversely impact our results of operations.
REDUCED PRICES FOR OUR PRODUCTS RESULTING FROM INCREASED COMPETITION AND/OR
EXCESS CAPACITY IN THE INDUSTRY MAY ADVERSELY AFFECT PROFITABILITY.
The average selling prices for our products tend to decrease rapidly over
their life cycle, and customers are increasing pressure on suppliers to lower
prices. In addition, increased competition from low cost suppliers around the
world has put further pressures on pricing. The Company continually strives to
lower its costs, negotiate better pricing for components and raw materials and
improve our operating efficiencies. Profit margins will be materially and
adversely impacted if we are not able to reduce our costs of production or
introduce technological innovations as sales prices decline.
A SHORTAGE OF AVAILABILITY OR AN INCREASE IN THE COST OF RAW MATERIAL AND
COMPONENT MAY NEGATIVELY IMPACT PROFIT MARGINS.
Our results of operations may be adversely impacted by difficulties in
obtaining raw materials, supplies, power, natural resources and any other items
needed for the production of our products, as well as by the effects of quality
deviations in raw materials. Many of these materials and components are produced
by a limited number of suppliers and may be constrained by supplier capacity.
Our results of operations may be adversely impacted by difficulties in
obtaining raw materials, supplies, power, natural resources and any other items
needed for the production of our products, as well as by the effects of quality
deviations in raw materials and the effects of significant fluctuations in the
prices on existing inventories and purchase commitments for these materials.
RAPID SHIFTS IN DEMAND FOR VARIOUS PRODUCTS MAY CAUSE SOME OF OUR INVENTORY OF
RAW MATERIAL, COMPONENTS OR FINISHED GOODS TO BECOME OBSOLETE.
The life cycles and demand for our products are directly linked to the life
cycles and demand for the end products into which they are designed. Rapid
shifts in the life cycles or demand for these end products due to technological
shifts, economic conditions or other market trends may result in material
amounts of inventory of either raw materials or finished goods becoming
obsolete. While the Company works diligently to manage inventory levels, rapid
shifts in demand may result in obsolete or excess inventory and impact financial
results.
-14-
A LOSS OF THE SERVICES OF THE COMPANY'S EXECUTIVE OFFICERS OR OTHER SKILLED
EMPLOYEES COULD NEGATIVELY IMPACT OUR OPERATIONS AND RESULTS.
The success of the Company's operations is largely dependent upon the
performance of its executive officers, managers, engineers and sales people.
Many of these individuals have a significant number of years of experience
within the Company and or the industries in which we compete and would be
extremely difficult to replace. The loss of the services of any of these
employees may materially and adversely impact our results of operations if we
are unable to replace them in a timely manner.
OUR STOCK PRICE, LIKE THAT OF MANY TECHNOLOGY COMPANIES, HAS BEEN AND MAY
CONTINUE TO BE VOLATILE.
The market price of our common stock may fluctuate as a result of
variations in our quarterly operating results and other factors beyond our
control. These fluctuations may be exaggerated if the trading volume of our
common stock is low. In addition, due to the technology-intensive nature of our
business, the market price of our common stock may rise and fall in response to
a variety of factors, including:
o announcements of technological or competitive developments;
o acquisitions or strategic alliances by us or our competitors;
o the gain or loss of a significant customer or order;
o changes in estimates of our financial performance or changes in
recommendations by securities analysts regarding us or our industry;
or
o general market or economic conditions.
In addition, equity securities of many technology companies have
experienced significant price and volume fluctuations. These price and volume
fluctuations often have been unrelated to the operating performance of the
affected companies.
OUR INTELLECTUAL PROPERTY RIGHTS MAY NOT BE ADEQUATELY PROTECTED UNDER THE
CURRENT STATE OF THE LAW.
We cannot assure you we will be successful in protecting our
intellectual property through patent or other laws. As a result, other companies
may be able to develop and market similar products which could materially
adversely affect our business.
-15-
WE MAY BE SUED BY THIRD PARTIES FOR ALLEGED INFRINGEMENT OF THEIR PROPRIETARY
RIGHTS AND WE MAY INCUR DEFENSE COSTS AND POSSIBLY ROYALTY OBLIGATIONS OR LOSE
THE RIGHT TO USE TECHNOLOGY IMPORTANT TO OUR BUSINESS.
From time to time, we receive claims by third parties asserting that
our products violate their intellectual property rights. Any intellectual
property claims, with or without merit, could be time consuming and expensive to
litigate or settle and could divert management attention from administering our
business. A third party asserting infringement claims against us or our
customers with respect to our current or future products may materially
adversely affect us by, for example, causing us to enter into costly royalty
arrangements or forcing us to incur settlement or litigation costs.
Item 2. Properties
----------
The Company is headquartered in Jersey City, New Jersey where it owns
62,000 square feet of office and warehouse space. The Company operates nine
manufacturing facilities in four countries as of December 31, 2003. An
additional 64,000 square foot manufacturing facility is being constructed in the
People's Republic of China (the "PRC") to meet customer demand and to move
manufacturing from higher cost countries to lower cost areas.
The following is a list of the locations of the Company's principal
manufacturing facilities at December 31, 2003.
Percentage
Approximate Owned/ Used for
Location Square Feet Leased Manufacturing
Donnguan, People's
Republic of China 145,000 Leased 96%
Zhongshan, People's
Republic of China 242,000 Leased 100%
Zhongshan, People's
Republic of China 34,000 Leased 100%
Hong Kong 35,000 Owned 100%
Macau 77,000 Owned 58%
Dominican Republic 29,000 Leased 100%
Cananea, Mexico 28,000 Leased 65%
Inwood, New York 35,000 Owned 100%
Glen Rock, Pennsylvania 74,000 Owned 100%
-----------
699,000
===========
-16-
In addition to this manufacturing space, 223,000 square feet of space
is used for engineering, warehousing, sales and administrative support functions
at various locations and 275,000 square feet of space is used for dormitories,
canteen and other employee related facilities in the PRC and the Special
Administrative Regions of Hong Kong and Macau in Asia.
o 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 and the Dominican
Republic will affect its contractual arrangements in China or labor
relationships in the Dominican Republic. A significant portion of the
Company's manufacturing operations and approximately 55% 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.
o The Company also has an idle facility of 46,300 square feet in Illinois
which it owns and an idle facility of 14,900 square feet in Texas that it
leases through March 15, 2004.
o Approximately 30% of the 1,197,000 square feet the Company occupies is
owned while the remainder is leased. The Company closed its Texas facility
during the fourth quarter of 2002 and its Indiana facility during the
second quarter of 2003 and relocated some of the employees to California.
See Note 15 of the Notes to the Consolidated Financial Statements for
additional information pertaining to leases.
-17-
Item 3. Legal Proceedings
-----------------
a) The Company has been a party to an ongoing arbitration proceeding related to
the acquisition of its telecom business in 1998. The Company believes that the
seller breached the terms of a realted Global Procurement Agreement dated
October 2, 1998 and is seeking damages related thereto. During February, 2004,
the Company and the seller have agreed in principle to settle the matter. The
settlement, if successfully concluded, will result in a payment to the Company
and an unconditional release by the seller of all conterclaims against the
Company. The gain contingency will be recognized when received.
b) The Company has received a letter from a third party which states that its
patent covers all 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 for a 3% royalty on all future gross sales of ICM products; payments of a
lump sum of 3% of past sales including sales of Insilco products; an annual
minimum royalty of $500,000; payment of all attorney fees and marking of all
licensed ICM's with the third party's patent number. The Company has received
another 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 transferable license to the Company for an up front fee of
$500,000 plus a 6% royalty on future sales. The Company believes that none of
its products are covered by these patents and intends to vigorously defend its
position. The Company cannot predict the outcome of these matters, however,
management believes that the ultimate resolution of these matters will not have
a material impact on the Company.
The Company is not a party to any other legal proceeding, the adverse
outcome of which is expected to have a material adverse effect on the Company's
consolidated financial condition or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
No matters were submitted to a vote of the Company's shareholders
during the fourth quarter of 2003.
-18-
PART II
-------
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
-------------------
(a) Market Information
------------------
On July 9, 1998 the shareholders approved an amendment to the Company's
Certificate of Incorporation authorizing a new voting Class A Common Stock, par
value $.10 per share, and a new non-voting Class B Common Stock, par value $.10
per share ("Class A" and "Class B," respectively), which are traded on the
NASDAQ National Market. The following table sets forth the high and low closing
sales price range (as reported by National Quotation Bureau, Inc.) for the
Common Stock on NASDAQ for each quarter during the past two years.
Class A Class A Class B Class B
High Low High Low
Year Ended December 31, 2002
First Quarter $26.05 $19.50 $26.80 $21.69
Second Quarter 24.84 22.00 27.80 23.72
Third Quarter 23.50 16.00 27.00 19.44
Fourth Quarter 18.74 14.61 21.85 16.97
Year Ended December 31, 2003
First Quarter $19.20 $15.74 $21.97 $18.96
Second Quarter 20.99 14.70 23.90 18.17
Third Quarter 24.70 18.50 27.64 21.11
Fourth Quarter 30.00 22.51 33.80 25.66
The Common Stock is reported under the symbols BELFA and BELFB in the
NASDAQ National Market.
-19-
(b) Holders
-------
As of February 28, 2004 there were 111 registered shareholders of the
Company's Class A Common Stock and 123 registered shareholders of the Company's
Class B Common Stock. The Company estimates that there were 4,797 beneficial
shareholders of Class A Common Stock and 3,349 beneficial shareholders of Class
B Common Stock as of February 28, 2004.
(c) Dividends
---------
There are no contractual restrictions on the Company's ability to pay
dividends provided the Company continues to comply with the financial tests in
its credit agreement. On February 3, 2003, April 29, 2003, August 1, 2003, and
November 3, 2003 the Company paid a $.05 per share dividend to all shareholders
of record of Class B Common Stock in the total amount of $411,674, $412,411,
$413,536, and $419,639, respectively. On August 1, 2003 and November 3, 2003 the
Company paid a $.04 per share dividend to all shareholders of record of Class A
Common Stock in the total amount of $106,617 and $107,617, respectively. On
February 1, 2002, May 1, 2002, August 1, 2002, and November 1, 2002 the Company
paid a $.05 per share dividend to all shareholders of record of Class B Common
Stock in the total amount of $404,351, $410,199, $410,874, and $411,299,
respectively. On February 2, 2004 the Company paid a $.04 and $.05 per share
dividend to all shareholders of record at January 15, 2004 of Class A and Class
B Common Stock in the amount of $107,641 and $422,474, respectively. The Company
currently anticipates paying these dividends in the future.
(d) Securities authorized for issuance under the Equity Compensation Plans
----------------------------------------------------------------------
Equity Compensation Plan Information
Number of securities to be Weighted average exercise
issued upon exercise of price of outstanding options, Number of securities remaining
outstanding options, warrants warrants and rights available for future issuance
Plan category and rights
Equity compensation plans approved
by security holders 712,600 $ 21.61 925,000
Equity compensation plans not
approved by security holders -- -- --
------- -------
Totals 712,600 $ 21.61 925,000
======= =======
-20-
Item 6. Selected Financial Data
Years Ended December 31,
----------------------------------------------------------------
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
(In thousands of dollars, except per share data)
Selected Statements of Operations Data: (a) (b)
Net sales $158,498 $ 95,528 $ 96,045 $ 145,227 $ 119,464
Cost of sales 113,813 72,420 89,603 88,479 76,113
Selling, general and
administrative expenses 26,757 22,270 21,561 23,284 19,502
Other income - net 249 940 2,411 3,912 878
Earnings (loss) before provision
(benefit) for income taxes 18,177 1,778 (12,709) 37,376 24,727
Income tax provision (benefit) 4,413 1,199 (547) 5,159 3,435
Net earnings (loss) 13,764 579 (12,162) 32,217 21,292
Earnings (loss) per common
share - basic 1.25 0.05 (1.13) 3.04 2.03
Earnings (loss) per common
share - diluted 1.23 0.05 (1.13) 2.94 1.98
Cash dividends declared per
Class A common share 0.08 -- -- -- --
Cash dividends declared per
Class B common share 0.20 0.20 0.20 0.20 0.20
As of December 31,
----------------------------------------------------------------
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
(In thousands of dollars, except per share data)
Selected Balance Sheet Data:
Working capital $101,751 $ 82,986 $ 83,698 $ 97,720 $ 66,768
Total assets 181,817 147,840 147,517 169,513 125,138
Long term debt 6,500 -- -- -- --
Stockholders' equity 146,855 130,659 129,463 141,016 110,254
Book value per share 13.16 11.95 12.02 13.25 10.46
Return on average
total assets, % 7.95 0.40 (7.60) 21.87 18.25
Return on average
Stockholders'
equity, % 9.93 0.44 (8.80) 25.64 20.93
(a) On May 11, 2001, the Company acquired 100% of the common stock of
E-Power Ltd ("E-Power") and the assets and business of Current
Concepts, Inc. ("Current Concepts") for an aggregate of $6,285 in cash
(including acquisition expenses). During the year ended December 31,
2003 and 2002 the Company paid $209 and $61 in contingent purchase
price payments, respectively. The transactions were accounted for using
the purchase method of accounting and, accordingly, the results of
operations of Current Concepts and E-Power have been included in the
Company's financial statements since the date of acquisition.
-21-
(b) See Item 1 for information regarding the acquisition during 2003 of
APC and the Passive Components Group of Insilco. Both of these
transactions were accounted for using the purchase method of accounting
and, accordingly, the results of operations of the Insilco Passive
Components Group and APC have been included in the Company's financial
statements since their respective dates of acquisition.
(c) Includes gains of $1,081 from the sale of marketable securities in
2000.
(d) After giving retroactive effect to a two for one stock split payable
in the form of a dividend on December 1, 1999.
-22-
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis should be read in conjunction
with the Company's consolidated financial statements and the notes related
thereto. The discussion of results, causes and trends should not be construed to
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.
Allowance for Doubtful Accounts
- -------------------------------
The Company maintains allowances for doubtful accounts for estimated
losses from the inability of its customers to make required payments. The
Company determines its reserves by both specific identification of customer
accounts were appropriate and the application of historical loss experience to
non-specific accounts. 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-
Inventory
- ---------
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.
When inventory is written-off, it is never written back up; the cost
remains at zero or the level to which it has been written-down. When inventory
that has been written-off is subsequently used in the manufacturing process,
the lower adjusted cost of the material is charged to cost of sales. At
December 31, 2003, approximately $8.7 million of inventory (at original cost
before the write-down or reserve in 2001) was on hand, including $3.1 million
of raw materials received from the outstanding purchase commitments. During
the third quarter of 2003 approximately $2.5 million of this inventory was
scrapped. Management intends to retain the balance of this inventory for
possible use in future orders. Should any of this inventory be used in the
manufacturing process for customer orders, the improved gross profit will be
recognized at the time the completed product is shipped and the sale is
recorded.
The following is a quarterly schedule of material reintroduced into
production since the initial $12 million charge.
4th Quarter 2001 $ 164,329
1st Quarter 2002 4,538
2nd Quarter 2002 68,098
3rd Quarter 2002 38,914
4th Quarter 2002 271,163
1st Quarter 2003 77,069
2nd Quarter 2003 80,046
3rd Quarter 2003 28,851
4th Quarter 2003 98,263
---------
$ 831,271
=========
-24-
Acquisitions
- ------------
Acquisitions continue to be a key element in the Company's growth
strategy. 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 recorded a goodwill impairment charge of $5.2 million in 2002.
Income Taxes
- ------------
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.
-25-
Overview
- --------
Bel is a leading producer of electronic products that help make global
connectivity a reality. The Company designs, manufactures and markets a broad
array of magnetics, modules, circuit protection devices and interconnect
products. While these products are deployed primarily in the computer,
networking and telecommunication industries, Bel's expanding portfolio of
products also finds application in the automotive, medical and consumer
electronics markets. These products are designed to protect, regulate, connect,
isolate or manage a variety of electronic circuits.
During 2003, sales increased $52.6 million from the acquisition by the
Company of Insilco's Passive Components Group and APC.
Gross profit margins have been favorably impacted due to various cost
cutting measures implemented by the Company. During 2002 the Company closed its
Texas sales, manufacturing and research and development facility along with its
Indiana research and development facility. Some of the research and development
jobs were consolidated in the Company's San Diego, California research and
development facility. These cost cutting measures continued into 2003 as many
manufacturing and administrative positions were moved from Hong Kong to China
and a Mexican facility was closed and the business was moved to the Dominican
Republic.
In 2002, the Company recorded a $5.2 million goodwill impairment charge
($4.3 million net of tax benefit) related to North America and Asia goodwill.
During 2001 the Company expensed approximately $14.6 million (which
included a $12 million write-down taken in the second quarter) in inventory and
outstanding purchase commitments primarily as a result of the worldwide slow
down in demand for the Company's products, especially in the Telcom sale sector.
During 2001 the Company incurred a $5.6 million charge for the write down of
fixed assets due to changing customer preferences and projected lower volumes in
mature product lines.
The Company defines net sales or revenue as gross sales minus returns
and allowances. Revenue for the Company grew steadily from 1996 through 2000.
Bel weathered the economic storms during 2001 and 2002 and the resulting market
downturn. It is management's opinion that Bel's conservative financial approach,
coupled with efforts to streamline and economize operations, helped maintain
stability and profitability despite significant market challenges during this
period.
-26-
Results of Operations
- ---------------------
The following table sets forth, for the past three years, the
percentage relationship to net sales of certain items included in the Company's
consolidated statements of operations.
Percentage of Net Sales
--------------------------------------------
Years Ended December 31,
--------------------------------------------
2003 2002 2001
---- ---- ----
Net sales 100.0 % 100.0 % 100.0 %
Cost of sales 71.8 75.8 93.3
Selling, general and
administrative expenses 16.9 23.3 22.4
Other income, net of
interest expense 0.2 1.0 2.5
Earnings (loss) before income
taxes 11.5 1.9 (13.2)
Income tax provision (benefit) 2.8 1.3 (0.6)
Net earnings (loss) 8.7 0.6 (12.6)
The following table sets forth the year over year percentage increases
(decreases) of certain items included in the Company's consolidated statements
of operations.
Increase (decrease) from
Prior Period
------------------------------------------------
2003 compared 2002 compared
with 2002 with 2001
--------------------- ---------------------
Net sales 65.9 % (0.5) %
Cost of sales 57.2 (19.2)
Selling, general and
administrative expenses 20.2 3.3
Net earnings 2,277.2 104.8
- ------------------------------------------------------------------------------
Sales
- -----
Net sales increased 65.9% from $95.5 million during 2002 to $158.5
million during 2003. The Company attributes this increase principally to sales
of approximately $52.6 million from its two acquisitions in 2003, the Insilco
Passive Components Group and APC, strong demand for MagJack sales from Bel's
existing business, resulting in an increase of $9.9 million in such sales, and
increased fuse sales of $1.2 million offset, in part, by a decrease in sales of
it Module product line of approximately $1.3 million. Sales in 2002 were
impacted by a decline in demand affecting the global electronic industry.
-27-
The significant components of the Company's 2003 sales were from
magnetic products of $119.8 million (as compared with $71.7 million during
2002), fuses of $17.4 million (as compared with $16.2 million during 2002),
interconnect products of $13.1 million (as compared with $-0- during 2002), and
module sales of $8.2 million (as compared with $7.7 million during 2002).
Net sales decreased .5% from approximately $96.0 million in 2001 to
approximately $95.5 million in 2002. The Company attributes this lack of growth
to the decline in demand affecting the global electronics industry during 2002.
Although all product lines experienced sales decreases except for MagJack, the
line of discrete magnetic components for the telecom market was particularly
depressed with revenues decreasing 66.2% from approximately $22.8 million in
2001 to approximately $7.7 million in 2002.
The major components of sales during 2002 were from magnetic products
($71.7 million), fuses ($16.2 million) and modules ($7.7 million).
The Company cannot assure investors that the Company's revenues will
continue to grow during 2004, especially in light of the impact that competition
may have in the market. Sales by Insilco and APC will continue to affect
comparisons of the first quarter of 2004 versus 2003 The Company has limited
visibility as to future sales and had one customer with sales in excess of 10%
(14.2%) of total sales during 2003. The loss of this customer, Hon Hai Precision
Industry Ltd., could have a material adverse effect on the Company's results of
operations, financial position and cash flows.
At this time the Company cannot quantify the extent of 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 nor price changes are meaningful. The Company
does not believe that it experienced a material change in unit sales, except for
the additional unit sales generated by the acquisition of the Insilco Passive
Components Group and APC during 2003 compared to 2002. Over the past year, newer
and more sophisticated products with higher unit selling prices have been
introduced. 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. In general, as
products become mature, average selling prices decrease.
-28-
Cost of Sales
-------------
Bel generally enters into processing arrangements with four independent
third party contractors in the Far East. Under the terms of the Company's
agreements with these contractors, the Company is only responsible for
value-added costs when finished goods pass the Company's quality control
inspections. Therefore, no value-added costs are recorded until the Company's
Quality Control group approves the finished goods. The Company's raw materials
are valued as finished goods when they are returned from these third-party
contractors.
Value-added costs are recorded as incurred for all products
manufactured at the Company's own manufacturing facilities. Such amounts are
determined based upon the estimated stage of production and include labor cost
and fringes and related allocations of factory overhead. Such costs are not
significant as a percentage of total inventory costs at any point in time. The
Company manufactures finished goods at its own manufacturing facilities in Glen
Rock, Pennsylvania, Inwood, New York, Dominican Republic and Mexico. See
"Critical Accounting Policies" above for information regarding the use of
inventories in the manufacturing process that have been written down in prior
years.
Cost of sales as a percentage of net sales decreased from 75.8% during
2002 to 71.8% in 2003. The decrease in the cost of sales percentage is primarily
attributable to a 2.0% decrease in direct labor as a percentage of sales and a
2.0% decrease in factory overheads. The decrease in direct labor as a percentage
of sales is primarily attributable to the lower direct labor costs associated
with the Insilco manufacturing operations. 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 Texas sales, manufacturing and research facility and the Company's
Indiana research facility. The closings of the Texas and Indiana facilities are
not expected to materially impact the level of the Company's spending on
research and development efforts.
The acquisition of the Insilco Passive Components Group resulted in
additional cost of sales in the amount of $36.8 million during the year ended
December 31, 2003. Such cost represented 72.6% of net sales of Insilco products
during the year ended December 31, 2003. The Company expects increases in cost
of sales to continue in future quarters in relation to increases or decreases of
Insilco sales.
Included in cost of sales are research and development expenses of $8.4
million and $6.6 million for 2003 and 2002, respectively. The increase is
principally attributable to increased research and development expenditures at
the Company's Power Products group facilities and the purchase of the Passive
Components Group of Insilco and APC.
-29-
Cost of sales as a percentage of net sales decreased from 93.3% in 2001
to 75.8% in 2002. The decrease in the cost of sales percentage is primarily
attributable to the following factors that impacted the Company's results for
the year ended December 31, 2001:
o a $14.6 million charge relating to (i) an inventory write-off of
surplus and obsolete inventory and (ii) estimated losses on
non-cancelable purchase commitments;
o a $5.6 million charge for the write down of fixed assets due to
changing customer preferences and projected lower volumes in
mature product lines; and
o other charges related to the consolidation of the Company's
engineering facilities.
There was a strong demand for the Company's products during 1999 - 2000
due to the growth of the Internet and broadband networking. While sales and
profits increased, it was, at times, difficult to obtain raw materials and
components at reasonable prices for our discrete magnetic products. Many OEMs
used third party contract manufacturers, and, as we concluded in the middle of
2001, our customers and contract manufacturers in many instances, ordered
quantities well in excess of their needs in order to minimize their risk of
shortages and/or price increases. In response to the increased demand for
certain product lines, the Company entered into non-cancelable forward material
purchase orders based on customer forecasts. These forward contracts were
necessary to ensure the availability of materials at prices and quantities
management projected were necessary to meet anticipated customer orders.
Entering into non-cancelable forward purchase commitments was a customary
practice in our industry during this time period.
In May 2001, the Company received a number of requests from major
customers and their contract manufacturers seeking to postpone or cancel orders
they had made. The Company took immediate steps to negotiate with its customers
and suppliers. With suppliers, it canceled purchase orders where it could,
renegotiated contracts to substitute different materials, paid cancellation
penalties, or paid suppliers fees not to deliver product. Management also
believed that the raw materials on hand in these product lines were either in
excess of any foreseeable needs, or would become technologically obsolete before
a significant recovery occurred.
Estimates were made of materials in excess of reasonable projected
needs, and, in the second quarter of 2001, a charge of $12.0 million was
recorded to reduce the carrying value of on-hand raw material inventory related
to the magnetic product lines. This charge included a reserve of $5.0 million
related to management's estimate of losses projected to be incurred on
non-cancelable purchase orders related to these product lines. Negotiations with
both customers and suppliers continued through 2002 in attempts to minimize the
Company's estimated losses associated with the cancellation of customer orders
and cancellation of non-cancelable purchase orders with suppliers. Ultimately,
the Company accepted delivery of approximately $3.1 million of the purchase
commitments it attempted to cancel and was able to mitigate losses with
suppliers for the remaining $1.9 million reserve established in June, 2001.
During that time period, raw material replacement costs dropped dramatically.
-30-
During 2001 and each quarter of 2002, management evaluated existing
reserve levels for both non-cancelable purchase orders and other on-hand
inventory (other than what had been written-off in June 2001). Adjustments to
the existing reserve levels were made each quarter based on management's
assessments of the status of settlements with suppliers, estimates of excess
levels of on-hand inventory, existing customer backlog and general market
conditions. Through December 31, 2003, the Company was able to use approximately
$.8 million of the inventory that was included in the June 2001 $12 million
charge. Gross profit was not significantly impacted due to comparable deductions
in prices that were necessary to be competitive.
During 2002 compared to 2001, direct labor increased by approximately
$3.0 million due to increased MagJack sales, which require more labor hours to
manufacture. Discrete Magnetic Component sales decreased partially due to the
increase in MagJack sales which replaced Discrete Magnetic Component components.
The Company cannot predict what changes in product mix will occur in the future,
although trends suggest a shift towards higher MagJack sales.
When inventory that has been written-off is subsequently used in the
manufacturing process, the lower adjusted cost of the material is charged to
cost of sales, resulting in a higher gross margin. During 2002 and 2001, the
value of inventory that had been written-off and subsequently used in the
manufacturing process approximated $383,000 and $164,000, respectively. Gross
profit was not significantly impacted in 2002 and 2001 due to comparable
deductions in selling prices that were necessary to be competitive.
At December 31, 2003, approximately $8.7 million of inventory (at
original cost before the write-down or reserve in 2001) was on hand, including
$3.1 million of raw materials received from the outstanding purchase
commitments. Management intends to retain this inventory for possible use in
future orders. Should any of this inventory be used in the manufacturing process
for customer orders, the improved gross profit will be recognized at the time
the completed product is shipped and the sale is recorded.
Analysis performed by the Company to quantify the cost of savings
associated with sales volume and sales mix changes does not provide meaningful
information.
The Company's cost control measures principally involved the closure of
its Texas sales, manufacturing and research facility during 2002 and its Indiana
research facility, which was closed during the second quarter of 2003. A total
of 21 employees were severed at these locations, plus an additional 5 employees
were severed at other U.S. locations. This resulted in a labor and fringe
benefit savings of approximately $700,000 during 2002 and $1.3 million annually
thereafter. Approximately 5 employees in Texas were relocated to the Company's
San Diego, California facility. The Company incurred approximately $.8 million
of severance and employee relocation costs during the year ended 2002.
In 2003 the Company reduced the manufacturing activities of its Fuse
department in Hong Kong and moved those positions to the PRC. In Jersey City,
Mexico, Macau and Europe, the Company reduced headcount.
-31-
The Company includes research and development in cost of sales.
Research and development costs, which are expensed as incurred, amounted to $8.4
million, $6.6 million, and $5.0 million in 2003, 2002 and 2001, respectively.
The increase in research and development of $1.6 million in 2002
compared to 2001 is principally attributable to the opening of the Company's San
Diego facility in 2002 and research and development performed with respect to
power products. The increase in research and development expense for the year
ended December 31, 2003 in the amount of $1.8 million is principally attributed
to increased expenditures at the Company's Power Product group facilities and
the purchase of Insilco's Passive Components Group and APC.
Selling, General and Administrative Expenses
--------------------------------------------
The percentage relationship of selling, general and administrative
expenses to net sales decreased from 23.3 % during the year ended December 31,
2002 to 16.9% during the year ended December 31, 2003, in part as a result of
the Company's ability to leverage general and administrative expenses over a
larger revenue base and an impairment charge of $5.2 million during 2002 in
connection with the write down of goodwill. The Company attributes the $4.5
million increase in the dollar amount of such expenses primarily to costs
associated with the Insilco and APC operations of approximately $9.0 million,
additional salaries and benefits of $1.0 million, additional professional fees
of approximately $1.0 million and a $.3 million write-off of the building in
Illinois offset, in part, by the impairment charge of $5.2 million during 2002
in connection with the write down of goodwill, reduced selling expenses of
approximately $.7 million and a reduction in accounts receivable reserves of $.6
million. The decrease in selling expenses is attributable to reduced shipping
charges and sales salaries resulting from the closing of the Texas sales
facility.
The increase in salaries and benefits is principally attributable to
bonus, salary and fringe benefit increases; professional fees related to
Sarbanes - Oxley compliance; and the acquisition of the Insilco Passive
Components Group. Reduced sales expenses are principally attributable to reduced
shipping costs and commission expenses.
The Company anticipates continued increases in professional fees
principally associated with Sarbanes - Oxley compliance. Future increases in
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 during the first quarter of 2004 compared to
the first quarter of 2003 principally due to the acquisition of the Insilco
Passive Components Group.
-32-
The percentage relationship of selling, general and administrative
expenses to net sales increased from 22.4% in 2001 to 23.3% in 2002. Selling,
general and administrative expenses increased in dollar amount by approximately
3.3% from 2001 to 2002. The Company attributes the increase in the dollar amount
of such expenses primarily to a goodwill impairment charge of approximately $5.2
million in 2002 offset, in part, by (i) cost containment measures implemented by
the Company which included reduced salaries and benefits of approximately $2.6
million, (ii) the cessation of amortization of goodwill of approximately
$791,000 in accordance with the adoption of FASB 142 (See Note 1 of Notes to
Consolidated Financial Statements) and (iii) a decrease in the amortization of
other intangibles of approximately $661,000 which are fully amortized.
Interest Income - net
- ---------------------
Interest income earned on cash and cash equivalents decreased by
approximately $462,000 during 2003 compared to 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 $37 million of cash for the
acquisition of Insilco's Passive Components Group and the communications
products division of APC.
Other income, consisting of interest earned on cash and cash
equivalents, decreased by approximately $1.5 million during the year 2002
compared to the year 2001 The decrease is due to lower interest rates earned on
cash and cash equivalents.
Interest Expense
----------------
During 2003, the Company incurred $228,000 of interest expense which
arose from a $10 million loan which was borrowed for the acquisition of
Insilco's Passive Components Group. The Company had no interest expense in 2002
and 2001.
Provision for Income Taxes
--------------------------
The provision for income taxes for the year ended December 31, 2003 was
$4.4 million as compared to $1.2 million for the year ended December 31, 2002.
The increase in the provision is due primarily to the Company's increased
earnings before income taxes for the year ended December 31, 2003, as compared
with 2002 and a valuation allowance of approximately $.6 million that was
established during 2003 in connection with foreign net operating losses. The
income tax provision is lower than the statutory federal income tax rate
primarily due to lower foreign tax rates.
The provision (benefit) for income taxes for 2002 was $1,199,000 as
compared to $(547,000) for 2001. The increase in the provision is due primarily
to the Company's earnings before income taxes for the year ended December 31,
2002 versus a loss before income taxes for the year ended December 31, 2001.
-33-
The Company conducts manufacturing activities in the Far East. More
specifically, the Company manufactures the majority of its products in the
People's Republic of China ("PRC"), Hong Kong and Macau and has not been subject
to corporate income tax in the PRC. The Company's activities in Hong Kong have
generally consisted of administration, quality control and accounting, as well
as some limited manufacturing activities. Hong Kong imposes corporate income tax
at a rate of 16 percent solely on income sourced to Hong Kong. That is, its tax
system is a territorial one which only seeks to tax activities conducted in Hong
Kong. Since the Bel entity in Hong Kong conducts most of its manufacturing and
quality control activities in the PRC, most of this entity's income is deemed
"offshore" and thus non-taxable in Hong Kong. Although the statutory tax rate in
Hong Kong is 16 percent, the Company generally pays an effective Hong Kong rate
of less than 4 percent.
The Company also conducts manufacturing operations in Macau. Macau has
a statutory corporate income tax rate of 16 percent. However, the Company, as a
result of investing in a certain location in Macau, was able to obtain a 10-year
tax holiday in Macau, thereby reducing its effective Macau income tax rate from
16 percent to 8 percent. The tax holiday in Macau will expire in April 2004.
Since most of the Company's operations are conducted in the Far East, the
majority of its profits are sourced in these three Far East jurisdictions.
Accordingly, the profits earned in the U.S. are comparatively small in relation
to its profits reported in the Far East. Therefore, there is generally a
significant difference between the statutory U.S. tax rate and the Company's
actual effective tax rate. There was no material tax benefit during 2003 because
of the lower tax rate in Macau.
Notwithstanding the above, in 2002 and 2001 the Company's effective tax
rate actually exceeded the U.S. statutory rate. This higher effective tax rate
results from a combination of factors. First, in 2002 the Company's operating
results were close to "break-even." This fact, combined with the identification
of $.4 million of foreign earnings that may not be permanently reinvested, as
well as the loss in Macau for which the Company was only able to obtain an 8
percent benefit, resulted in a tax rate in excess of the statutory rate for
2002.
The Company has historically followed a practice of reinvesting a
portion of the earnings of foreign subsidiaries in the expansion of its foreign
operations. If the unrepatriated earnings were distributed to the parent
corporation rather than reinvested in the Far East, such funds would be subject
to United States Federal income taxes. Through December 31, 2003, management has
identified $25.6 million of foreign earnings that may not be permanently
reinvested. Deferred income taxes in the amount of approximately $7.7 million
have been provided on such earnings ($1.0 million during 2003, $.4 million
during 2002, $(.1) million during 2001 and the balance in prior years).
-34-
Cost Control Measures
- ---------------------
In light of the current market in the Company's industry, the Company
continues to review its operating structures in efforts to control costs. Such
measures can be expected to result in a restructuring of the Company's
operations and the recognition of related restructuring charges in future
periods. The Company incurred severance charges of approximately $.7 million and
$.8 million during the years ended December 31, 2003 and 2002, respectively, and
anticipates additional severance expenses in the amount of approximately $.4
million during 2004 as more jobs in Hong Kong are moved to mainland China.
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 2003 in currency exchange losses
of $236,000 which are included in selling, general and administrative expense
from realized foreign exchange transactions and approximately $1,015,000 in
unrealized exchange gains relating to the translation of foreign subsidiary
financial statements which are included in other comprehensive income. Any
change in linkage of the U.S. dollar and the Hong Kong dollar, the Chinese
Renminbi, the Macau Pataca, the Euro or the British Pound could have a material
effect on the Company's results of operations.
Net Earnings
- ------------
Net earnings for 2003 includes approximately $4.1 million attributable
to the acquisition of Insilco's Passive Components Group. The contribution of
APC was not material.
-35-
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 of Insilco Technologies,
Inc., 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 would
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 million,
which was unused at December 31, 2003. The Company also has a $10 million
domestic revolving line of credit which was unused at December 31, 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 Group. The loan agreement requires 20 equal
quarterly installments of principal with a final maturity on March 31, 2008 and
bears interest at LIBOR plus 1.25 percent (2.6875 percent at December 31, 2003)
payable quarterly. 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 year
ended December 31, 2003, the Company recorded interest expense of approximately
$228,000, and is in compliance 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 million, which was unused at December 31, 2003. This line of
credit expires on March 31, 2004. Borrowing on this line of credit is guaranteed
by the Company.
For information regarding further commitments under the Company's
operating leases, see Note 15 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, 2003.
-36-
For information regarding the Company's 2003 acquisitions of APC and
the Insilco Passive Components Group, see Item 1 of this Annual Report on Form
10-K. Significant changes in balance sheet amounts between December 31, 2002 and
December 31, 2003 are primarily attributable to the fact that these acquisitions
were reflected in the Company's December 31, 2003 balance sheet and were not
reflected in the Company's December 31, 2002 balance sheet.
The Company is constructing a 64,000 square foot manufacturing facility
in Zhongshan City, PRC for approximately $1.3 million. As of December 31, 2003,
the Company has paid $.4 million toward the construction. The Company expects to
complete the construction during 2004.
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 required 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 year ended December 31, 2003
the Company paid approximately $209,000 in contingent purchase price payments to
Current Concepts. The contingent purchase price payments have been 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 December 31, 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 2003, the Company's cash and cash equivalents decreased by
approximately $1.5 million, reflecting approximately $37 million in payments for
acquisitions, $3.1 million in purchases of property, plant and equipment, $5.0
million in purchase of marketable securities and $1.9 million in dividends
offset, in part, by $8.5 million from net proceeds from borrowings (net of
repayments), $4.9 million from the sale of marketable securities, $2.6 million
provided by the exercise of stock options, and $28.7 million provided by
operating activities.
Cash, marketable securities and cash equivalents and accounts
receivable comprised approximately 51.1% and 54.7% of the Company's total assets
at December 31, 2003 and December 31, 2002, respectively. The Company's current
ratio (i.e., the ratio of current assets to current liabilities) was 6.2 to 1
and 8.2 to 1 at December 31, 2003 and December 31, 2002, respectively.
-37-
The following table sets forth at December 31, 2003 the amounts of
payments due under specific types of contractual obligations, aggregated by
category of contractual obligation, for the time periods described below.
Less than 1-3 3-5 More than
---------- --- --- ---------
Contractual Obligations Total 1 year years years 5 years
----------------------- ----- ------ ----- ----- -------
Long-term debt $8,500,000 $2,000,000 $6,000,000 $500,000 $ --
Capital expenditure obligations 1,248,000 1,248,000 -- -- --
Operating leases 2,488,000 1,183,000 1,305,000 -- --
Raw material purchase obligations 7,905,000 7,905,000 -- -- --
----------- ----------- ---------- -------- ------
Total $20,141,000 $12,336,000 $7,305,000 $500,000 $ --
=========== =========== ========== ======== ======
The Company is currently obligated to fund the Company's Supplemental
Executive Retirement Plan ("SERP"). As of December 31, 2003 the SERP had an
unfunded benefit obligation of approximately $2.2 million. See Note 12 of the
Notes to Consolidated Financial Statements for further information.
Other Matters
- -------------
The Company believes that it has sufficient cash reserves to fund its
foreseeable working capital needs. It may, however, seek to expand such
resources through bank borrowings, at favorable lending rates, from time to
time. Should the Company pursue additional acquisitions during 2004, the Company
may be required to pursue public or private equity or debt transactions to
finance the acquisitions and to provide working capital to the acquired
companies.
New Financial Accounting Standards
----------------------------------
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.
-38-
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. 145 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 this statement did not
have a material impact on the Company's results of operations or financial
position.
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 FASB issued FIN No. 46, Consolidation of Variable
Interest Entities. In December 2003, the FASB issued FIN No. 46 (Revised) ("FIN
46-R") to address certain FIN 46 implementation issues. This interpretation
requires that the assets, liabilities, and results of activities of a Variable
Interest Entity ("VIE") be consolidated into the financial statements of the
enterprise that has a controlling interest in the VIE. FIN 46R also requires
additional disclosures by primary beneficiaries and other significant variable
interest holders. For entities acquired or created before February 1, 2003, this
interpretation is effective no later than the end of the first interim or
reporting period ending after March 15, 2004, except for those VIE's that are
considered to be special purpose entities, for which the effective date is no
later than the end of the first interim or annual reporting period ending after
December 15, 2003. For all entities that were acquired subsequent to January 31,
2003, this interpretation is effective as of the first interim or annual period
ending after December 31, 2003. The adoption of FIN 46 did not have a material
impact on the Company's results of operations or financial position.
-39-
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS
No. 150 clarifies the accounting for certain financial instruments with
characteristics of both liabilities and equity and requires that those
instruments be classified as liabilities in statements of financial position.
Previously, many of those financial instruments were classified as equity. SFAS
No. 150 is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of the provisions of SFAS No.
150 did not have a material effect on the Company's financial position.
In December 2003, the FASB issued SFAS No. 132 (Revised) ("SFAS No.
132-R"), "Employer's Disclosure about Pensions and Other Postretirement
Benefits." SFAS No. 132-R retains disclosure requirements of the original SFAS
No. 132 and requires additional disclosures relating to assets, obligations,
cash flows, and net periodic benefit cost. SFAS No. 132-R is effective for
fiscal years ending after December 15, 2003, except that certain disclosures are
effective for fiscal years ending after June 15, 2004. Interim period
disclosures are effective for interim periods beginning after December 15, 2003.
The adoption of the disclosure provisions of revised SFAS No. 132-R did not have
a material effect on the Company's historical disclosures.
-40-
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Fair Value of Financial Instruments -- The following disclosure of the
estimated fair value of financial instruments is made in accordance with the
requirements of Statement of Financial Accounting Standards No. 107,
"Disclosures about Fair Value of Financial Instruments". The estimated fair
values of financial instruments have been determined by the Company using
available market information and appropriate valuation methodologies.
However, considerable judgment is required in interpreting market data
to develop the estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.
The Company has not entered into, and does not expect to enter into,
financial instruments for trading or hedging purposes. The Company does not
currently anticipate entering into interest rate swaps and/or similar
instruments.
The Company's carrying values of cash, marketable securities, accounts
receivable, accounts payable and accrued expenses are a reasonable
approximation of their fair value.
The Company enters into transactions denominated in US dollars, Hong
Kong dollars, the Macau Pataca, the Chinese Renmibi, Euros and British Pounds.
Fluctuations in the US dollar exchange rate against these currencies could
significantly impact the Company's consolidated results of operations.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
See the consolidated financial statements listed in the accompanying
Index to Consolidated Financial Statements for the information required by this
item.
-41-
BEL FUSE INC
INDEX
Financial Statements Page
- -------------------- ----
Independent Auditors' Report F-1
Consolidated Balance Sheets as of
December 31, 2003 and 2002 F-2 - F-3
Consolidated Statements of Operations for Each
of the Three Years in the Period Ended
December 31, 2003 F-4
Consolidated Statements of Stockholders' Equity
for Each of the Three Years in the Period Ended
December 31, 2003 F-5 - F-6
Consolidated Statements of Cash Flows for
Each of the Three Years in the Period Ended
December 31, 2003 F-7 - F-9
Notes to Consolidated Financial Statements F-10 - F-34
Selected Quarterly Financial Data - Years Ended
December 31, 2003 and 2002 (Unaudited) F-35
-42-
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Bel Fuse Inc.
Jersey City, New Jersey
We have audited the accompanying consolidated balance sheets of Bel Fuse Inc.
and subsidiaries (the "Company") as of December 31, 2003 and 2002, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 2003. Our
audits also included the financial statement schedule listed at Item 15. These
consolidated financial statements and the financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and the consolidated
financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Bel Fuse Inc. and
its subsidiaries as of December 31, 2003 and 2002, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2003 in conformity with accounting principles generally accepted in
the United States of America. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
As described in Note 1, effective January 1, 2002, in connection with the
adoption of SFAS No. 142 "Goodwill and Other Intangible Assets", the Company
ceased amortization of goodwill.
/s/ Deloitte & Touche LLP
New York, New York
March 2,2004
F-1
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
---------------------------
2003 2002
---- ----
ASSETS
Current Assets:
Cash and cash equivalents $ 57,461,152 $ 59,002,581
Marketable securities 5,038,749 4,966,275
Accounts receivable - less allowance for doubtful
accounts of $1,976,000 and $945,000 at
December 31, 2003 and 2002, respectively 30,381,613 16,839,497
Inventories 26,228,697 12,384,472
Prepaid expenses and other current
assets 1,704,475 190,199
Refundable income taxes -- 681,887
Deferred income taxes 650,000 439,000
------------ ------------
Total Current Assets 121,464,686 94,503,911
------------ ------------
Property, plant and equipment - net 44,119,786 37,605,195
Intangible assets - net 3,637,985 2,805,166
Goodwill 9,881,854 4,819,563
Prepaid pension costs 1,359,414 946,973
Other assets (including $5.5 million of deposits
relating to APC acquisition at December 31, 2002) 1,352,836 7,159,077
------------ ------------
TOTAL ASSETS $181,816,561 $147,839,885
============ ============
See notes to consolidated finanacial statements.
F-2
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
-----------------------------
2003 2002
---- ----
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 2,000,000 $ --
Accounts payable 7,514,860 5,099,894
Accrued expenses 9,442,689 6,006,362
Income taxes payable 226,432 --
Dividends payable 530,000 412,000
------------- -------------
Total Current Liabilities 19,713,981 11,518,256
------------- -------------
Long-term Liabilities:
Minimum pension obligation 1,983,627 1,143,482
Long-term debt - net of current portion 6,500,000 --
Deferred income taxes 6,764,000 4,519,000
------------- -------------
Total Long-term Liabilities 15,247,627 5,662,482
------------- -------------
Total Liabilities 34,961,608 17,180,738
------------- -------------
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
2,701,663 and 2,676,225 shares, respectively
(net of 2,676,225 treasury shares) 270,167 267,623
Class B common stock, par value
$.10 per share - authorized
30,000,000 shares; outstanding 8,460,692
and 8,261,492 shares, respectively
(net of 8,405,492 treasury shares) 846,069 826,149
Additional paid-in capital 17,352,448 13,982,688
Retained earnings 127,406,693 115,632,819
Cumulative other comprehensive
income (loss) 979,576 (50,132)
------------- -------------
Total Stockholders' Equity 146,854,953 130,659,147
------------- -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 181,816,561 $ 147,839,885
============= =============
See notes to consolidated finanacial statements.
F-3
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31,
----------------------------------------------
2003 2002 2001
---- ---- ----
Net Sales $ 158,497,502 $ 95,527,892 $ 96,044,817
------------- ------------- -------------
Costs and expenses:
Cost of sales 113,812,860 72,420,220 89,603,327
Selling, general and administrative 26,757,349 22,269,733 21,561,028
------------- ------------- -------------
140,570,209 94,689,953 111,164,355
------------- ------------- -------------
Income (loss) from operations 17,927,293 837,939 (15,119,538)
Interest expense (228,459) -- --
Interest income 477,860 940,058 2,410,566
------------- ------------- -------------
Earnings (loss) before provision for income taxes 18,176,694 1,777,997 (12,708,972)
Income tax provision (benefit) 4,413,000 1,199,000 (547,000)
------------- ------------- -------------
Net earnings (loss) $ 13,763,694 $ 578,997 $ (12,161,972)
============= ============= =============
Earnings (loss) per common share - basic $ 1.25 $ 0.05 $ (1.13)
============= ============= =============
Earnings (loss) per common share - diluted $ 1.24 $ 0.05 $ (1.13)
============= ============= =============
Weighted average common shares
outstanding - basic 11,020,916 10,907,371 10,715,921
============= ============= =============
Weighted average common shares
outstanding - diluted 11,133,471 11,086,318 10,715,921
============= ============= =============
See notes to consolidated finanacial statements.
F-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, 2001 $ 141,016,080 $ 130,470,576 61,889 264,683 $ 799,379 $9,419,553
Exercise of stock
options 1,328,129 1,781 11,133 1,315,215
Tax benefits arising
from the disposition of
non-qualified
incentive stock options 382,000 382,000
Cash dividends on Class B
common stock (1,609,490) (1,609,490)
Modifications of terms of
stock option 533,000 533,000
Currency translation
adjustment 3,165 $ 3,165 3,165
Issuance of common stock warrants
for consulting services 25,000 25,000
Decrease in marketable
securities-net of taxes (53,000) (53,000) (53,000)
Net loss (12,161,972) (12,161,972) (12,161,972)
------------
Comprehensive loss $ (12,211,807)
------------ ============ ------------ --------- ------- ------- ----------
Balance, December 31, 2001 129,462,912 116,699,114 12,054 266,464 810,512 11,674,768
Exercise of stock
options 1,872,716 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
See notes to consolidated finanacial statements.
F-5
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)
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, December 31, 2002 130,659,147 115,632,819 (50,132) 267,623 826,149 13,982,688
Exercise of stock
options 2,580,224 2,544 19,920 2,557,760
Tax benefits arising
from the disposition of
non-qualified
incentive stock options 812,000 812,000
Cash dividends on Class A
common stock (322,234) (322,234)
Cash dividends on Class B
common stock (1,667,586) (1,667,586)
Currency translation
adjustment 1,014,808 $ 1,014,808 1,014,808
Increase in marketable
securities-net of taxes 14,900 14,900 14,900
Net income 13,763,694 13,763,694 13,763,694
-------------
Comprehensive income $ 14,793,402
------------- ============== ------------ ---------- --------- --------- ------------
Balance, December 31, 2003 $ 146,854,953 $127,406,693 $ 979,576 $ 270,167 $ 846,069 $ 17,352,448
============= ============ ========== ========= ========= ============
See notes to consolidated finanacial statements.
F-6
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
--------------------------------------------
2003 2002 2001
---- ---- ----
Cash flows from operating
activities:
Net income (loss) $ 13,763,694 $ 578,997 $(12,161,972)
Adjustments to reconcile net
income (loss) to net cash provided
by operating activities:
Depreciation and amortization 8,374,918 5,998,426 7,784,577
Goodwill impairment -- 5,200,000 --
Inventory write-off -- -- 14,586,000
Loss on write-off/sale of fixed assets 364,843 8,614 3,957,267
Restructuring charges -- -- 1,056,000
Other 812,000 452,000 941,575
Deferred income taxes 1,591,000 405,000 (2,592,000)
Gain on sale of marketable securities -- -- --
Changes in operating assets
and liabilities (net of acquisitions) 3,759,738 (7,554,308) 7,400,734
------------ ------------ ------------
Net Cash Provided by
Operating Activities 28,666,193 5,088,729 20,972,181
------------ ------------ ------------
Cash flows from investing activities:
Purchase of property, plant
and equipment (3,119,321) (6,477,313) (5,975,441)
Purchase of marketable
securities (4,953,449) (8,824,630) (5,864,808)
Deposit on APC acquisition -- (5,500,000) --
Payment for acquisitions - net of
cash acquired (36,277,457) (61,411) (5,943,046)
Deferred acquisition costs related to
Insilco -- (947,121) --
Proceeds from repayment
by contractors 29,000 29,000 29,000
Proceeds from sale of
marketable securities 4,904,875 6,131,796 3,663,213
Proceeds from sale of
equipment -- 48,964 89,164
------------ ------------ ------------
Net Cash Used in
Investing Activities (39,416,352) (15,600,715) (14,001,918)
------------ ------------ ------------
See notes to consolidated finanacial statements.
F-7
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
Year Ended December 31,
--------------------------------------------
2003 2002 2001
---- ---- ----
Cash flows from financing
activities:
Proceeds from borrowings 10,000,000 -- --
Loan repayments (1,500,000) -- --
Proceeds from exercise of
stock options 2,580,224 1,872,716 1,328,129
Dividends paid to common
shareholders (1,871,494) (1,636,723) (1,606,851)
------------ ------------ ------------
Net Cash Provided By (Used In)
Financing Activities 9,208,730 235,993 (278,722)
------------ ------------ ------------
Net Increase (decrease) in
Cash and Cash Equivalents (1,541,429) (10,275,993) 6,691,541
Cash and Cash Equivalents
- beginning of year 59,002,581 69,278,574 62,587,033
------------ ------------ ------------
Cash and Cash Equivalents
- end of year $ 57,461,152 $ 59,002,581 $ 69,278,574
============ ============ ============
Changes in operating assets
and liabilities (net of acquisitions) consist of:
(Increase) decrease in accounts
receivable $ 1,763,149 $ (7,024,583) $ 15,351,628
Decrease in inventories 2,043,609 1,486,350 1,863,260
(Increase) decrease in prepaid
expenses and other
current assets (1,187,276) 50,076 73,287
(Increase) decrease in prepaid taxes 681,887 144,972 (826,859)
(Increase) decrease in other assets (425,880) (423,134) 29,409
Increase (decrease) in
accounts payable (295,887) 475,709 (8,446,636)
Increase in income taxes payable 792,432 -- --
(Decrease) increase in
accrued expenses 387,704 (2,263,698) (643,355)
------------ ------------ ------------
$ 3,759,738 $ (7,554,308) $ 7,400,734
============ ============ ============
See notes to consolidated finanacial statements.
F-8
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)
Year Ended December 31,
----------------------------------------
2003 2002 2001
---- ---- ----
Supplementary information:
Cash paid during the year for:
Income taxes $ 1,031,000 $ 205,000 $ 2,421,000
============ ========== ============
Interest $ 228,000 $ -- $ --
============ ========== ===========
Details of acquisitions:
Fair value of assets
acquired (excluding cash of $799,000
in 2003 and $341,954 in 2001) $ 35,853,854 $ 267,789
Intangibles 6,662,146 5,675,257
Less: cash on deposit previous year (6,447,121) --
------------- ------------
Cash paid for acquisitions $ 36,068,879 $ 5,943,046
============= ===========
See notes to consolidated finanacial statements.
F-9
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Bel Fuse Inc. and subsidiaries ("Bel" or 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. The Company manages its
operations geographically through its three reporting units, 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 including the
businesses acquired since their respective dates of acquisition. All
intercompany transactions and balances have been eliminated.
USE OF ESTIMATES - The preparation of the consolidated 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 December 31, 2003 and December 31, 2002, cash
equivalents approximated $25,228,000 and $41,027,000, 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 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.
F-10
FOREIGN CURRENCY TRANSLATION - The functional currency for some foreign
operations is the local currency. Assets and liabilities of foreign operations
are translated at year end rates of exchange and income, expense and cash flow
items are translated at the average exchange rate for the year. Translation
adjustments are recorded in Other Comprehensive Income. The U.S. Dollar is used
as the functional currency for certain foreign operations that conduct their
business in U.S. Dollars. A combination of current and historical exchange rates
is used in measuring the local currency transactions of these subsidiaries and
the resulting exchange adjustments are included in the statement of operations.
Foreign currency losses were $.2 million in 2003 and were not material in 2002
and 2001 and are included in Selling, General and Administrative expenses in the
statement of operations.
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 in any one financial instrument.
INVENTORIES - Inventories are stated at the lower of weighted average cost or
market.
REVENUE RECOGNITION -The Company recognizes revenue in accordance with the
guidance contained in SEC Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements" ("SAB 101"). Revenue is recognized when the
product has been delivered and title and risk of loss has passed to the
customer, collection of the resulting receivable is deemed probable by
management, persuasive evidence of an arrangement exists and the sales price is
fixed and determinable. Substantially all of the Company's shipments are FCA
(free carrier) which provides for title to pass upon delivery to the customer's
freight carrier. Some product is shipped DDP/DDU with title passing when the
product arrives at the customer's dock.
For certain customers, the Company provides consigned inventory, either at the
customer's facility or at a third party warehouse. Sales of consigned inventory
are recorded when the customer withdraws inventory from consignment.
The Company typically has a twelve-month warranty policy for workmanship
defects. Warranty returns have historically averaged approximately below 1% of
annual net sales.
F-11
The Company is not contractually obligated to accept returns except for
defective product or in instances where the product does not meet the customer's
quality specifications. However, the Company may permit its customers to return
product for other reasons. In these instances, the Company would generally
require a significant cancellation penalty payment by the customer. The Company
estimates such returns, where applicable, based upon management's evaluation of
historical experience, market acceptance of products produced and known
negotiations with customers. Such estimates are deducted from gross sales and
provided for at the time revenue is recognized.
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 of accounting
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. The Company tests goodwill for impairment, at
least annually (December 31), using a fair value approach at the reporting unit
level. A reporting unit is an operating segment or one level below an operating
segment for which discrete financial information is available and reviewed
regularly by management. Assets and liabilities of the Company have been
assigned to the reporting units to the extent that they are employed in or are
considered a liability related to the operations of the reporting unit and were
considered in determining the fair value of the reporting unit. Upon adoption of
this standard, the Company allocated its goodwill and other intangibles to two
reporting units - North America and Asia. Goodwill recognized on or before June
30, 2001 was tested for impairment as of the beginning of the fiscal year in
which SFAS 142 was initially applied (January 1, 2002) and management concluded
that no impairment was indicated.
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.
F-12
The principal items giving rise to deferred taxes are the use of accelerated
depreciation methods for machinery 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.
STOCK -OPTION PLAN - The Company accounts for equity-based compensation issued
to employees in accordance with Accounting Principles Board ("APB") 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 adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation"(SFAS No.
123). Had compensation cost for the Company's stock option plan been determined
based on the fair value at the grant date for awards in 2003, 2002 and 2001
consistent with the provisions of SFAS No. 123, the Company's net earnings and
earnings per share would have been reduced to the pro forma amounts indicated
below:
December 31,
-------------------------------------------------
2003 2002 2001
---- ---- ----
Net earnings (loss) - as reported $ 13,763,69 $ 578,997 $ (12,161,972)
Amortization of stock-based
compensation 2,080,375 2,155,935 2,254,845
--------------- -------------- -------------
Net earnings (loss)- pro forma $ 11,683,319 $ (1,576,938) $ (14,416,817)
Earnings (loss) per share -
basic-as reported $ 1.25 $ 0.05 $ (1.13)
Earnings (loss) per share -
basic-pro forma $ 1.06 $ (0.15) $ (1.35)
Earnings (loss) per share -
diluted-as reported $ 1.24 $ 0.05 $ (1.13)
Earnings (loss) per share -
diluted-pro forma $ 1.05 $ (0.15) $ (1.35)
F-13
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, 2002, and 2001, respectively: dividends
yield of .9%, .9%, and .7%, expected volatility of 76%, 0% and 0% for Class A,
and 54%, 41% and 85% for Class B; risk-free interest rate of 2%, 5% and 5%, 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 years ended December 31, 2003, 2002 and 2001 amounted to $8.4
million, $6.6 million and $5.0 million, respectively. The increase for the year
ended December 31, 2003 is attributed to the APC and Insilco acquisitions.
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 guidance in SFAS No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets." If the
carrying value of the long-lived asset exceeds the present value of the related
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.
EARNINGS PER SHARE - Basic earnings per common share are computed by dividing
net earnings 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.
The following table includes a reconciliation of shares used in the calculation
of basic and diluted earnings (loss) per share:
2003 2002 2001
---- ---- ----
Weighted average shares outstanding - basic 11,020,916 10,907,371 10,715,921
Dilutive impact of options outstanding 112,555 178,947 --
---------- ---------- ----------
Weighted average shares oustanding - diluted 11,133,471 11,086,318 10,715,921
========== ========== ==========
During the years ended December 31, 2003, 2002 and 2001, respectively, 209,600,
209,100 and 878,115 of outstanding options were not included in the foregoing
computations because they were antidilutive.
F-14
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. Interest rates that are currently available to the Company for
issuance of debt with similar terms and remaining maturities are used to
estimate fair value for bank debt. The carrying amounts of bank debt are
reasonable estimates of fair value.
RECLASSIFICATIONS - Certain reclassifications have been made to prior period
amounts to conform to the current year presentation.
NEW FINANCIAL ACCOUNTING STANDARDS
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 this statement did not
have a material impact on the Company's results of operations or financial
position.
F-15
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
were 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 FASB issued FIN No. 46, Consolidation of Variable Interest
Entities. In December 2003, the FASB issued FIN No. 46 (Revised) ("FIN 46-R") to
address certain FIN 46 implementation issues. This interpretation requires that
the assets, liabilities, and results of activities of a Variable Interest Entity
("VIE") be consolidated into the financial statements of the enterprise that has
a controlling interest in the VIE. FIN 46R also requires additional disclosures
by primary beneficiaries and other significant variable interest holders. For
entities acquired or created before February 1, 2003, this interpretation is
effective no later than the end of the first interim or reporting period ending
after March 15, 2004, except for those VIE's that are considered to be special
purpose entities, for which the effective date is no later than the end of the
first interim or annual reporting period ending after December 15, 2003. For all
entities that were acquired subsequent to January 31, 2003, this interpretation
is effective as of the first interim or annual period ending after December 31,
2003. The adoption of FIN 46 did not have a material impact on the Company's
results of operations or financial position.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150
clarifies the accounting for certain financial instruments with characteristics
of both liabilities and equity and requires that those instruments be classified
as liabilities in statements of financial position. Previously, many of those
financial instruments were classified as equity. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. The adoption of the provisions of SFAS No. 150 did not have a material
impact on the Company's financial position.
F-16
In December 2003, the FASB issued SFAS No. 132 (Revised) ("SFAS No. 132-R"),
"Employer's Disclosure about Pensions and Other Postretirement Benefits." SFAS
No. 132-R retains disclosure requirements of the original SFAS No. 132 and
requires additional disclosures relating to assets, obligations, cash flows, and
net periodic benefit cost for defined benefit pension plans and defined benefit
post retirement plans. SFAS No. 132-R is effective for fiscal years ending after
December 15, 2003, except that certain disclosures are effective for fiscal
years ending after June 15, 2004. Interim period disclosures are effective for
interim periods beginning after December 15, 2003. The adoption of the
disclosure provisions of revised SFAS No. 132-R did not have a material impact
on the Company's historical disclosure.
2. ACQUISITIONS
On March 22, 2003, the Company acquired certain assets (including cash acquired
of $799,000), subject to certain liabilities, and common shares of certain
entities comprising the Passive Components Group of Insilco Technologies, Inc.
("Insilco") for $37.0 million in cash, including transaction costs of
approximately $1.4 million. This acquisition included the Stewart Connector
Systems Group ("Stewart"), InNet Technologies ("InNet") and the Signal
Transformer Group ("Signal Transformer"). The purchase price has been allocated
to both tangible and intangible assets and liabilities based on estimated fair
values after considering various independent formal appraisals. Approximately
$1.6 million of identifiable intangible assets (patents) arose from this
transaction; such intangible assets will be amortized on a straight line basis
over a period of five years. In addition, $2.9 million has been attributed to
goodwill. Patents having a carrying value of $1.6 million and goodwill of $.8
million have been included in the Company's Asia reporting unit. Goodwill of
$1.5 million and $.6 million has been included in the Company's North America
and European reporting units, respectively.
Both Bel and the acquired InNet/Stewart Group were leaders in the Integrated
Connector Module ("ICM") market with their respective MagJack product offerings.
Consolidating the engineering, manufacturing and sales capabilities of Bel and
Stewart has strengthened the Company's leadership 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.
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 $5.5 million per year for the years 2003
and 2004. No contingent purchase price payment amounts are due as of December
31, 2003. The purchase price has been allocated to both tangible and intangible
assets and liabilities based on estimated fair values. Goodwill of approximately
$2.1 million has been included in the Company's Asia reporting segment.
There was no in-process research and development acquired as part of these
acquisitions.
F-17
These transactions were accounted for using the purchase method of accounting
and, accordingly, the results of operations of Insilco's Passive Components
Group 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's Passive Components Group and APC had been acquired as of January
1, 2002 (in thousands, except per share data):
Year Ended December 31,
-------------------------
2003 2002
---- ----
Net sales $ 174,211 $ 167,089
Net earnings (loss) 14,553 (2,614)
Earnings (loss) per share - diluted 1.30 (0.24)
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 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 dates is as follows:
Cash $ 799,000
Accounts receivable 14,764,000
Inventories 15,613,000
Prepaid expenses 327,000
Property, plant and equipment 11,049,000
Other assets 244,000
Goodwill 5,062,000
Patents 1,600,000
Accounts payable (2,748,000)
Accrued expenses (3,540,000)
Income taxes payable 566,000
Deferred income taxes payable (421,000)
------------
Net assets acquired $ 43,315,000
============
F-18
The Company acquired the Signal Transformer division of Lucent Technologies in
October 1998. The Company refers to this acquisition and related products as its
Telecom business. Shortly after the acquisition, the acquired tangible and
intangible assets (including goodwill) were allocated to the Company's North
America and Asia segments based on a formal third party appraisal of the portion
of the Telecom business that would reside in each geographic reporting segment.
Accordingly, a portion of the Telecom goodwill is included in each geographic
reporting segment. The goodwill relating to the Company's Power Products
acquisitions of E-Power Ltd. and Current Concepts, Inc., in May, 2001 is
included exclusively in the Company's Asia reporting segment.
3. Goodwill and Other Intangibles
Goodwill represents the excess of the purchase price and related acquisition
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.
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.
Upon adoption of SFAS 142 on January 1, 2002, the Company completed an
impairment test and, based on the results of a valuation performed, management
concluded that there was no impairment. This conclusion was based on the results
of a discounted projected cash flow model, including an estimate of terminal
value and various other generally accepted valuation methodologies. In 2001, the
electronics industry and more specifically, the Telecom sector overestimated
their future requirements, which resulted in lower revenues and profits for the
Company. By late 2002, management had concluded that a market turnaround was not
likely to occur as had been expected.
In late 2002, management concluded that it needed to revise projected revenue,
profit and cash flows projections in 2003 and beyond based on market conditions.
Management performed the required annual impairment test as of December 31, 2002
based on the same valuation methodology used by the Company upon adopting SFAS
142 and concluded that an impairment charge of $5.2 million was appropriate. The
$5.2 million impairment charge impacted the Company's North America and Asia
geographic reporting units by $2.3 million and $2.9 million, respectively.
Management performed the required annual impairment test as of December 31, 2003
and concluded that there was no impairment in any of its geographic 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 $976,000, $890,000 and $1,426,000 for the year ended December 31, 2003, 2002
and , 2001, respectively.
F-19
Under the terms of the E-Power and Current Concepts, Inc. acquisition
agreements, of May 11, 2001, the Company is 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 required through December 31, 2003 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 years ended
December 31, 2003 and 2002, the Company paid approximately $209,000 and $61,000,
respectively, in contingent purchase price payments to Current Concepts. 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 classified by geographic reporting
units, net of accumulated amortization, for the years ended December 31, 2003
and 2002 are as follows:
Total Asia North America Europe
----- ---- ------------- ------
Balance, January 1, 2002 $ 10,019,563 $ 6,256,181 $ 3,763,382 $ --
Impairment (5,200,000) (2,860,000) (2,340,000) --
------------ ------------ ------------ ------------
Balance, December 31, 2002 4,819,563 3,396,181 1,423,382 --
Goodwill allocation
related to acquisitions 5,062,291 3,011,254 1,445,710 605,327
------------ ------------ ------------ ------------
Balance December 31, 2003 $ 9,881,854 $ 6,407,435 $ 2,869,092 605,327
============ ============ ============ ============
The following information represents proforma net income (loss) and
earnings (loss) per share assuming the adoption of SFAS No. 142 in the first
quarter of 2001:
For the years Ended December 31,
---------------------------------------------
2003 2002 2001
---- ---- ----
Reported net income (loss) $ 13,763,694 $ 578,997 $ (12,161,972)
Addback: Goodwill amortization (net of income) -- -- 653,000
-------------- ----------- --------------
Adjusted net income (loss) $ 13,763,694 $ 578,997 $ (11,508,972)
============== =========== ==============
Basic earnings (loss) per share:
Reported net income (loss) $ 1.25 $ 0.05 $ (1.13)
Addback: Goodwill amortization -- -- 0.06
-------------- ----------- --------------
Adjusted net income (loss) $ 1.25 $ 0.05 $ (1.07)
============== =========== ==============
Diluted earnings (loss) per share:
Reported net income (loss) $ 1.24 $ 0.05 $ (1.13)
Addback: Goodwill amortization -- -- 0.06
-------------- ----------- --------------
Adjusted net income (loss) $ 1.24 $ 0.05 $ (1.07)
============== =========== ==============
F-20
The components of intangible assets by geographic reporting unit are as follows:
December 31, 2003
-------------------------------------------------
Total Asia North America
----------------------- ----------------------- -----------------------
Gross Gross Gross
Carrying Accumulated Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization Amount Amortization
---------- ---------- ---------- ---------- ---------- ----------
Patents and Product
Information $2,935,000 $ 863,591 $2,653,000 $ 741,680 $ 282,000 $ 121,911
Covenants not-to-compete 3,169,987 1,603,411 3,169,987 1,603,411 -- --
Supply agreement 2,660,000 2,660,000 1,409,800 1,409,800 1,250,200 1,250,200
---------- ---------- ---------- ---------- ---------- ----------
$8,764,987 $5,127,002 $7,232,787 $3,754,891 $1,532,200 $1,372,111
========== ========== ========== ========== ========== ==========
December 31, 2003
-------------------------------------------------
Total Asia North America
----------------------- ----------------------- -----------------------
Gross Gross Gross
Carrying Accumulated Carrying Accumulated 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
========== ========== ========== ========== ========== ==========
Amortization expense for intangible assets was $976,000, $890,000 and $1,426,000
for the years ended December 31, 2003, 2002 and 2001, respectively.
Estimated amortization expense for intangible assets for the next five years is
as follows:
Estimated
Year Ending Amortization
December 31, Expense
------------ -------
2004 1,117,000
2005 1,031,000
2006 806,000
2007 417,000
2008 266,000
4. MARKETABLE SECURITIES
At December 31, 2003 and 2002, respectively, marketable securities have a cost
of approximately $5,138,000 and $5,090,000, an estimated fair value of
approximately $5,039,000 and $4,966,000 and gross unrealized loss of
approximately $99,000 and $124,000. Such unrealized losses are included in other
comprehensive income.
F-21
5. INVENTORIES
The components of inventory are as follows:
December 31, December 31,
2003 2002
---- ----
Raw material $12,421,655 $ 7,350,130
Work in progress 2,094,474 53,776
Finished goods 11,712,568 4,980,566
----------- -----------
$26,228,697 $12,384,472
=========== ===========
6. IMPAIRMENT LOSS AND RESTRUCTURING CHARGES
Impairment Loss
The Company incurred charges during the fourth quarter of 2001 in the total
amount of $5.6 million, principally for the write-down of fixed assets ($4.1
million) due to changing customer preferences and projected lower volumes in
mature product lines and other charges ($1.5 million) related to the
consolidation of the Company's engineering facilities. The charges were computed
in accordance with the guidance included in SFAS 121. Accordingly, since
management concluded that the future undiscounted cash flows and estimated
residual value was less than its carrying value, an impairment loss was
recognized which was measured by the difference between the carrying value of
the assets and the present value of the discounted estimated future cash flows.
The fixed assets that were written down principally include telecom equipment
and an idle facility in Indiana which are part of the Company's North America
and Asia segments. The $5.6 million write-down was included in income (loss)
from operations in cost of sales in the Company's consolidated statement of
operations in 2001.
Restructuring Charges
During the fourth quarter of 2001 the Company approved a plan related to the
consolidation of the Company's engineering facilities. As a result, the Company
recognized a restructuring charge of approximately $1.5 million, consisting of
$.9 million of employee separation costs, $.2 million of related expenses and
$.4 million of inventory related items. The number of employees affected by this
restructuring was 21. The accrual for employee severance costs was made in
accordance with the guidance in EITF 94-3. Prior to such accrual, management
adopted a formal plan to consolidate its engineering facilities, all of the
affected employees were notified on or about November 9, 2001 and the specific
amount of severance was determined and discussed with each employee. The $1.5
million restructuring was included in income (loss) from operations in cost of
sales in the Company's consolidated statement of operations in 2001.
During 2003 and 2002, the Company incurred approximately $.8 million and $.7
million, respectively, of severance costs and anticipates additional severance
expenses during 2004 of approximately $.4 million as more jobs in Hong Kong are
moved to mainland China.
F-22
7. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
December 31,
-------------------------
2003 2002
---- ----
Land $ 3,796,567 $ 2,713,966
Buildings and improvements 22,511,459 19,133,907
Machinery and equipment 63,611,190 55,840,319
Idle property held for sale -- 250,000
----------- -----------
89,919,216 77,938,192
Less accumulated depreciation 45,799,430 40,332,997
----------- -----------
$44,119,786 $37,605,195
=========== ===========
Depreciation expense for the years ended December 31, 2003, 2002, and 2001 was
$7,400,000, $5,108,000, and $5,521,000, respectively.
8. INCOME TAXES
The provision for income taxes for the year ended December 31, 2003 was $4.4
million as compared to $1.2 million for the year ended December 31, 2002. The
increase in the provision is due primarily to the Company's increased earnings
before income taxes for the year ended December 31, 2003 as compared with the
same period in 2002 and a valuation allowance that was established in the amount
of $571,000 associated with a foreign net operating loss carryforward. The
income tax provision is lower than the statutory federal income tax rate
primarily due to lower foreign tax rates.
The provision (benefit) for income taxes for 2002 was $1,199,000 as compared to
$(547,000) for 2001. The increase in the provision is due primarily to the
Company's earnings before income taxes for the year ended December 31, 2002
versus a loss before income taxes for the year ended December 31, 2001.
The Company was granted a ten year tax holiday in Macau which has an effective
tax rate of 8% , which is 50% of the normal tax rate. Such holiday expires
during 2004. During the years ended December 31, 2003, 2002 and 2001, this
holiday provided no benefit to the Company as the entity incurred losses. The
deferred tax benefit of the Macau losses were offset by a valuation allowance.
The Company files income tax returns in all jurisdictions 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.
F-23
The Company has a foreign net operating loss carry-forward of approximately
$6,674,000 (previously estimated to be $7,109,000 in 2002), which expires during
2004 and 2005. The Company established a full valuation allowance on this net
operating loss carryforward as it was determined that it was not more likely
than not that the net operating loss carryforward would be utilized prior to
expiration.
It is management's intention to permanently reinvest the majority of the
earnings of foreign subsidiaries in the expansion of its foreign operations. No
earnings were repatriated during 2003. A total of $643,000 and $1,810,000 of
earnings were repatriated during 2002 and 2001, respectively. Unrepatriated
earnings, upon which U.S. income taxes have not been accrued, approximate $99.6
million at December 31, 2003. Estimated income taxes related to unrepatriated
foreign earnings would approximate $29.9 million. Through December 31, 2003,
management has identified approximately $25.6 million of foreign earnings that
may not be permanently reinvested. Deferred income taxes in the amount of
approximately $7.7 million have been provided on such earnings ($1.0 million
during 2003, $.4 million during 2002, and $6.3 million during 2001 and prior
years).
The provision (benefit) for income taxes consists of the following:
Years Ended December 31,
----------------------------------------
2003 2002 2001
---- ---- ----
Current:
Federal $ 1,004,000 $ 345,000 $ 1,674,000
Foreign 1,624,000 411,000 244,000
State 194,000 38,000 127,000
----------- ----------- -----------
2,822,000 794,000 2,045,000
----------- ----------- -----------
Deferred:
Federal and state 1,031,000 265,000 (1,616,000)
Foreign 560,000 140,000 (976,000)
----------- ----------- -----------
1,591,000 405,000 (2,592,000)
----------- ----------- -----------
$ 4,413,000 $ 1,199,000 $ (547,000)
=========== =========== ===========
A reconciliation of taxes on income computed at the federal statutory rate to
amounts provided is as follows:
Years Ended December 31,
-----------------------------------------
2003 2002 2001
---- ---- ----
Tax provision (benefit)
computed at the Federal
statutory rate of 34% $ 6,180,000 $ 604,000 $(4,321,000)
Increase (decrease) in taxes resulting from:
Different tax rates and permanent
differences applicable to
foreign operations (2,467,000) 366,000 3,698,000
Foreign valuation allowance 571,000 -- --
State taxes, net of federal benefit 128,000 163,000 84,000
Other, net 1,000 66,000 (8,000)
----------- ----------- -----------
$ 4,413,000 $ 1,199,000 $ (547,000)
=========== =========== ===========
F-24
The types of temporary differences between the tax basis of assets and
liabilities and their financial reporting amounts that give rise to the deferred
tax liability and deferred tax asset and their approximate tax effects are as
follows:
December 31,
------------------------------------------------------------
2003 2002
---------------------------- ----------------------------
Temporary Temporary
Difference Tax Effect Difference Tax Effect
---------- ---------- ---------- ----------
Deferred Tax Liabilities-
non-current:
Depreciation $ 15,372,000 $ 1,046,000 $ 13,094,000 $ 1,149,000
Amortization (4,050,000) (1,620,000) (3,412,000) (1,217,000)
Unremitted earnings of
foreign subsidiaries
not permanently
reinvested 25,560,000 7,668,000 21,420,000 6,426,000
Foreign net operating
loss carryforward (6,674,000) (571,000) (7,109,000) (567,000)
Valuation reserve 6,674,000 571,000 -- --
Other temporary
differences (825,000) (330,000) (3,181,000) (1,272,000)
------------ ------------ ------------ ------------
$ 36,057,000 $ 6,764,000 $ 20,812,000 $ 4,519,000
============ ============ ============ ============
Deferred Tax Assets -
current:
Unrealized depreciation
in marketable securities $ 99,000 $ 40,000 $ 123,000 $ 49,000
Reserves and accruals 1,525,000 610,000 976,000 390,000
------------ ------------ ------------ ------------
$ 1,624,000 $ 650,000 $ 1,099,000 $ 439,000
============ ============ ============ ============
F-25
9. 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 Insilco's
Passive Components Group. The loan is payable 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 (2.6875 percent at December 31, 2003)
payable quarterly. 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 December 31, 2003, the Company was in compliance with all
financial covenants. As of December 31, 2003, the balance due on the term loan
was $8.5 million. For the year ended December 31, 2003, the Company recorded
interest expense of approximately $228,000.
See Note 15 for information on unused credit facilities.
10. Accrued Expenses
Accrued expenses consist of the following:
December 31, 2003 December 31, 2002
----------------- -----------------
Sales commissions $1,378,925 $ 939,432
Subcontracting labor 1,900,189 1,838,134
Salaries, bonuses and
related benefits 3,047,904 1,742,637
Other 3,115,671 1,486,159
---------- ----------
$9,442,689 $6,006,362
========== ==========
11. BUSINESS SEGMENT INFORMATION
The Company operates in one industry and has 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:
F-26
2003 2002 2001
---- ---- ----
Revenue from unrelated
entities and country
of Company's domicile:
North America $ 51,217,528 $ 26,227,607 $ 47,257,490
Asia 88,253,395 58,632,474 36,802,422
Europe 19,026,579 10,667,811 11,984,905
------------- ------------- -------------
$ 158,497,502 $ 95,527,892 $ 96,044,817
============= ============= =============
Total Revenues:
North America $ 63,032,750 $ 28,956,505 $ 46,989,911
Asia 114,024,667 81,906,834 75,523,422
Europe 12,075,724 -- --
Less intergeographic
revenues (30,635,639) (15,335,447) (26,468,516)
------------- ------------- -------------
$ 158,497,502 $ 95,527,892 $ 96,044,817
============= ============= =============
Income (loss) from Operations:
North America $ 3,511,403 $ (90,470) $ (1,877,751)
Asia 13,771,413 928,409 (13,241,787)
Europe 644,477 -- --
------------- ------------- -------------
$ 17,927,293 $ 837,939 $ (15,119,538)
============= ============= =============
Identifiable Assets:
North America $ 59,181,720 $ 47,048,599 $ 47,116,502
Asia 129,451,647 118,819,792 112,651,502
Europe 6,975,881 -- --
Less intergeographic
eliminations (13,792,687) (18,028,506) (12,251,482)
------------- ------------- -------------
$ 181,816,561 $ 147,839,885 $ 147,516,522
============= ============= =============
Capital Expenditures:
North America $ 829,449 $ 3,394,916 $ 1,583,417
Asia 1,911,118 3,082,397 4,392,024
Europe 378,754 -- --
------------- ------------- -------------
$ 3,119,321 $ 6,477,313 $ 5,975,441
============= ============= =============
Depreciation and Amortizaion
expense:
North America (1) $ 1,774,463 $ 858,155 $ 1,477,180
Asia (1) 6,399,043 5,140,271 6,307,397
Europe 201,412 -- --
------------- ------------- -------------
$ 8,374,918 5,998,426 $ 7,784,577
============= ============= =============
(1) Excludes $5,200,000 of goodwill impairment in 2002.
F-27
Transfers between geographic areas include raw materials purchased in the United
States which are shipped to foreign countries to be manufactured into finished
products. Finished products manufactured in foreign countries are then
transferred to the United States and Europe for sale and finished goods
manufactured in the United States are transferred to Europe and Asia for sale.
Income from operations represents gross profit less operating expenses.
Identifiable assets are those assets of the Company that are identified with the
operations of each geographic area.
The territory of Hong Kong became a Special Administrative Region ("SAR") of the
People's Republic of China in the middle of 1997. The territory of Macau became
a SAR of the People's Republic of China at the end of 1999. Management cannot
presently predict what future impact this will have on the Company, if any, or
how the political climate in China will affect the Company's contractual
arrangements in China. Substantially all of the Company's manufacturing
operations and approximately 55% of its identifiable assets are located in The
People's Republic of China and its SARs of Hong Kong and Macau. Accordingly,
events which may result from the expiration of such leases, as well as any
change in the "Most Favored Nation" status granted to China by the U.S., could
have a material adverse effect on the Company.
The Company's research and development facilities are located in California,
Massachusetts, Hong Kong, China and the United Kingdom. Research and development
costs, which are expensed as incurred, amounted to $8.4 million in 2003, $6.6
million in 2002 and $5.0 million in 2001. The Company closed its Indiana
facility during the second quarter of 2003 and closed its Texas facility during
the fourth quarter of 2002. The Company purchased property in San Diego,
California where its research and development facility is located.
The increase in research and development expense for the year ended December 31,
2003 in the amount of $1.8 million is principally attributed to increased
expenditures at the Company's Power Products group facilities and the purchase
of Insilco's Passive Component's Group and APC.
The increase in research and development of $1.6 million in 2002 compared to
2001 is principally attributable to the opening of the Company's San Diego
facility in 2002 and research and development performed with respect to power
products.
The Company had sales to individual customers in excess of ten percent of
consolidated net sales as follows in 2003 and 2002. The amount and percentages
of the Company's sales were $22,470,000 (14.2%) in 2003 and $11,606,000 (12.1%),
and $11,410,000 (11.9%) in 2002, respectively. No customers represented in
excess of ten percent of consolidated sales in 2001. The loss of any of these
customers would have a material adverse effect on the Company's consolidated
results of operations, financial position and cash flows.
F-28
12. 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 is made with Company stock purchased in the open market. The
expense for the years ended December 31, 2003, 2002 and 2001 amounted to
approximately $247,000, $207,000 and $216,000, respectively. As of December 31,
2003, the plans owned 21,072 and 120,324 shares of Bel Fuse Inc. Class A and
Class B common stock, respectively.
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 up to 7% of eligible salary, as determined by Hong Kong
government regulations, in cash or Company stock. The expense for the years
ended December 31, 2003, 2002 and 2001 amounted to approximately $631,000,
$604,000 and $665,000, respectively. As of December 31, 2003, the plan owned
3,323 and 17,256 shares of Bel Fuse Inc. Class A and Class B common stock,
respectively.
The Supplemental Executive Retirement Plan (the "SERP" or 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
F-29
of benefits if a participant terminates employment for reasons other than those
contemplated under the Plan. The expense for the years ended December 31, 2003
and 2002 amounted to approximately $428,000 and $197,000, respectively.
The following provides a reconciliation of benefit obligations, the funded
status of the SERP and a summary of significant assumptions:
December 31, 2003 2002
- -------------------------------------------------------------------------------------------
Change in benefit obligation:
Benefit obligation at beginning of year $ 1,903,982 $ --
Service cost 217,875 80,153
Interest cost 104,719 63,801
Plan amendments -- 1,760,028
- -------------------------------------------------------------------------------------------
Benefit obligations at end of year $ 2,226,576 $ 1,903,982
- -------------------------------------------------------------------------------------------
Funded status of plan:
Under funded status $(2,226,576) $(1,903,982)
Unrecognized prior service costs 1,602,363 1,707,473
- -------------------------------------------------------------------------------------------
Accrued pension cost $ (624,213) $ (196,509)
- -------------------------------------------------------------------------------------------
Balance sheet amounts:
Accrued benefit liability $ 1,983,627 $ 1,143,482
Intangible asset 1,359,414 946,973
- -------------------------------------------------------------------------------------------
The components of SERP expense are as follows:
December 31, 2003 2002
- -------------------------------------------------------------------------------------------
Service cost $ 217,875 $ 80,153
Interest cost 104,719 63,800
Amortization of adjustments 105,110 52,556
- -------------------------------------------------------------------------------------------
Total SERP expense $ 427,704 $ 196,509
- -------------------------------------------------------------------------------------------
Assumption percentages:
Discount rate 5.50% 7.25%
Rate of compensation increase 4.00% 4.00%
- -------------------------------------------------------------------------------------------
F-30
13. STOCK OPTION PLAN
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 common 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. Accordingly, no compensation cost has been recognized for the stock
options awarded. 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.
Information regarding the Company's Stock Option Plan for 2003, 2002, and 2001
is as follows:
2003 2002 2001
----------------------------- ---------------------------- -----------------------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
---------------- --------- --------------- --------- ---------------- ---------
Options out-
standing, begin-
ning of year 759,238 $ 19.23 878,115 $ 17.44 822,429 $ 13.07
Options exercised (224,638) $ 11.48 (167,963) $ 11.15 (129,143) $ 10.27
Options granted 200,000 $ 18.89 78,000 $ 20.92 213,100 $ 29.50
Options cancelled (22,000) $ 19.00 (28,914) $ 16.58 (28,271) $ 14.05
-------- -------- --------
Options out-
standing, end
of year 712,600 $ 21.61 759,238 $ 19.23 878,115 $ 17.44
======== ========= =======
Options price
range at end
of year $15.38 to $29.50 $5.75 to $29.50 $5.75 to $29.50
Options price
range for
exercised
shares $5.75 to $19.52 $5.75 to $18.70 $5.75 to $17.00
Options available
for grant at end
of year 925,000 1,105,000 152,000
Weighted-
average fair
value of options
granted during
the year $ 8.03 $ 9.75 $ 12.16
F-31
The following table summarizes information about fixed-price stock options
outstanding at December 31, 2003:
Number Out- Average Weighted Number Weighted-
Range of standing at Remaining Average Exercisable at Average
Exercise December 31, Contractual Exercise December 31, Exercise
Prices 2003 Life Price 2003 Price
------ ---- ---- ----- ---- -----
$15.38 to $15.44 21,500 -- $ 15.42 21,500 $ 15.42
$17.00 to $19.00 222,000 1 Year $ 17.25 147,500 $ 17.28
$29.50 209,600 2 Years $ 29.50 75,050 $ 29.50
$19.52 to $22.25 71,500 3 Years $ 21.05 14,500 $ 21.40
$18.89 188,000 4 Years $ 18.89 -- --
------- -------
712,600 258,550
======= =======
14. COMMON STOCK
During 2000, the Board of Directors of the Company authorized the purchase of up
to ten percent (10%) of the Company's outstanding Class B common shares. As of
December 31, 2003, the Company had purchased and retired 23,600 Class B common
shares at a cost of approximately $808,000 which reduced the number of Class B
common shares outstanding.
There are no contractual restrictions on the Company's ability to pay dividends
provided that the Company continues to comply with the financial tests in its
credit agreement. On February 3, 2003, April 29, 2003, August 1, 2003, and
November 3, 2003 the Company paid a $.05 per share dividend to all shareholders
of record of Class B Common Stock in the total amount of $411,674, $412,411,
$413,536, and $419,639, respectively. On August 1, 2003 and November 3, 2003 the
Company paid a $.04 per share dividend to all shareholders of record of Class A
Common Stock in the total amount of $106,617 and $107,617, respectively. On
February 1, 2002, May 1, 2002, August 1, 2002, and November 1, 2002 the Company
paid a $.05 per share dividend to all shareholders of record of Class B Common
Stock in the total amount of $404,351, $410,199, $410,874, and $411,299,
respectively. On February 2, 2004 the Company paid a $.04 and $.05 per share
dividend to all shareholders of record at January 15, 2004 of Class A and Class
B Common Stock in the amount of $107,641 and $422,474, respectively.
15. COMMITMENTS AND CONTINGENCIES
Leases
The Company leases various facilities. Some of these leases require the Company
to pay certain executory costs (such as insurance and maintenance).
F-32
Future minimum lease payments for operating leases are approximately as
follows:
Years Ending
December 31,
------------
2004 $1,183,000
2005 803,000
2006 532,000
2007 --
2008 --
----------
$2,518,000
==========
Rental expense was approximately $1,450,000, $863,000, and $830,000 for the
years ended December 31, 2003, 2002, and 2001, respectively.
Credit Facilities
- -----------------
The Company has two domestic lines of credit amounting to $11,000,000 which were
unused at December 31, 2003. An unsecured $1 million line of credit is renewable
annually. The $10 million line of credit expires on March 21, 2006. Borrowings
under the $10 million line of credit are secured by the first priority interest
in and a lien on all personal property of Bel Fuse Inc and its subsidiaries.
The Company's Hong Kong subsidiary has an unsecured line of credit of
approximately $2 million which was unused as of December 31, 2003. The line of
credit expires March 31, 2004. Borrowing on the line of credit is guaranteed by
the U.S. parent.
Facilities
- ----------
The Company is constructing a 64,000 square foot manufacturing facility in
Zhongshan City, PRC for approximately $1.3 million including improvements. As of
December 31, 2003 the Company has paid $.4 million on the construction. The
Company expects to complete the construction during 2004.
F-33
Legal Proceedings
a) The Company has been a party to an ongoing arbitration proceeding related
to the acquisition of its telecom business in 1998. The Company believes
that the seller breached the terms of a realted Global Procurement
Agreement dated October 2, 1998 and is seeking damages related thereto.
During February, 2004, the Company and the seller have agreed in principle
to settle the matter. The settlement, if successfully concluded, will
result in a payment to the Company and an unconditional release by the
seller of all conterclaims against the Company. The gain contingency will
be recognized when received.
b) The Company has received a letter from a third party which states that its
patent covers all 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 for a 3% royalty on all future gross sales of ICM
products; payments of a lump sum of 3% of past sales including sales of
Insilco products; an annual minimum royalty of $500,000; payment of all
attorney fees and marking of all licensed ICM's with the third party's
patent number. The Company has received another 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
transferable license to the Company for an up front fee of $500,000 plus a
6% royalty on future sales. The Company believes that none of its products
are covered by these patents and intends to vigorously defend its position.
The Company cannot predict the outcome of these matters, however,
management believes that the ultimate resolution of these matters will not
have a material impact on the Company.
The Company is not a party to any other legal proceeding, the adverse
outcome of which is expected to have a material adverse effect on the
Company's consolidated financial condition or results of operations.
F-34
CONDENSED SELECTED QUARTERLY FINANCIAL DATA
(UNAUDITED)
Quarter Ended Total Year
--------------------------------------------------------------- Ended
March 31, June 30, September 30, December 31, December 31,
2003 2003 2003 2003 2003
------------ ------------ ------------ ------------ -----------
Net sales $ 24,947,359 $ 44,821,149 $ 45,863,648 $ 42,865,346 $158,497,502
Gross profit 6,980,158 11,913,406 13,174,156 12,616,922 44,684,642
Net earnings 1,780,284 2,757,220 3,629,573 5,596,617 13,763,694
Earnings
per share
- basic (2) $ 0.16 $ 0.25 $ 0.33 $ 0.50 $ 1.25
Earnings
per share -
diluted (2) $ 0.16 $ 0.25 $ 0.32 $ 0.49 $ 1.24
Quarter Ended Total Year
--------------------------------------------------------------- Ended
March 31, June 30, September 30, December 31, December 31,
2002 2002 2002 2002 (1) 2002
------------ ------------ ------------ ------------ ------------
Net sales $ 16,514,002 $ 24,726,829 $ 27,401,089 $ 26,885,972 $ 95,527,892
Gross profit 2,153,379 6,180,774 6,254,195 8,519,324 23,107,672
Net earnings (loss) (1,820,576) 1,292,880 1,746,160 (639,467) 578,997
Earnings (loss)
per share
- basic $ (0.17) $ 0.12 $ 0.16 $ (0.06) $ 0.05
Earnings (loss)
per share -
diluted $ (0.17) $ 0.12 $ 0.16 $ (0.06) $ 0.05
(1) During the fourth quarter of 2002, the Company recorded a goodwill
impairment charge of $5,200,000 (Note 3) and reversed $1,900,000 of
purchase commitment accruals which were settled on a favorable basis. Such
accruals were established during the second quarter of 2001.
(2) Quarterly amounts of earnings per share may not agree to the total for the
year due to rounding.
F-35
BEL FUSE INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Additions
------------------------------------------------------------------------------------------------
Charged Charged
Balance at to profit to other Balance
beginning and loss accounts Deductions at close
Description of period or income (b) (describe)(a) of period
- --------------------------------------------------------------------------------------------------------------------------------
Year ended December 31, 2003
Allowance for doubtful
accounts $ 945,000 $ (77,000) $ 2,308,000 $ 1,200,000 $ 1,976,000
============ ============ ============ ============ ============
Allowance for excess and
obsolete inventory $ 3,136,000 $ 863,000 $ 3,320,000 $ 1,640,000 $ 5,679,000
============ ============ ============ ============ ============
Year ended December 31, 2002
Allowance for doubtful
accounts $ 945,000 $ -- $ -- $ -- $ 945,000
============ ============ ============ ============ ============
Allowance for excess and
obsolete inventory $ 2,988,000 $ 2,622,000 $ -- $ 2,474,000 $ 3,136,000
============ ============ ============ ============ ============
Year ended December 31, 2001
Allowance for doubtful
accounts $ 945,000 $ -- $ -- $ -- $ 945,000
============ ============ ============ ============ ============
Allowance for excess and
obsolete inventory $ 2,847,000 $ 14,814,000 $ -- $ 14,673,000 $ 2,988,000
============ ============ ============ ============ ============
(a) Write offs.
(b) These amounts represent the reserves established at date of acquisition
of the Passive Components Group of Insilco Technologies, Inc.
S-1
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures.
Not applicable
Item 9a. 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 Vice President of Finance, 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 Vice President of Finance 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.
It should be noted that any system of controls, however well designed
and operated, can provide only reasonable, and not absolute, assurance
that the objectives of the system are met.
-43-
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
The Registrant incorporates by reference herein information to be set
forth in its definitive proxy statement for its 2004 annual meeting of
shareholders that is responsive to the information required with respect to this
item.
The registrant has adopted a code of ethics for its directors,
executive officers and all other senior financial personnel. The Registrant will
make copies of its code of ethics available to investors upon request. Any such
request should be sent by mail to Bel Fuse Inc., 206 Van Vorst Street, Jersey
City, NJ 07302 Attn: Colin Dunn or should be made by telephone by calling Colin
Dunn at 201-432-0463.
Item 11. Executive Compensation
----------------------
The Registrant incorporates by reference herein information to be set
forth in its definitive proxy statement for its 2004 annual meeting of
shareholders that is responsive to the information required with respect to this
Item.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
------------------------------------------------------------------
Related Shareholder Matters
- ---------------------------
The Registrant incorporates by reference herein information to be set
forth in its definitive proxy statement for its 2004 annual meeting of
shareholders that is responsive to the information required with respect to this
Item.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
The Registrant incorporates by reference herein information to be set
forth in its definitive proxy statement for its 2004 annual meeting of
shareholders that is responsive to the information required with respect to this
Item.
Item 14. Principal Accountant Fees and Services
--------------------------------------
The Registrant incorporates by reference herein information to be set
forth in its definitive proxy statement for its 2004 annual meeting of
shareholders that is responsive to the information required with respect to this
Item.
-44-
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on
------------------------------------------------------
Form 8-K Page
--------- ----
(a) Financial Statements
1. Financial statements filed as a part of this Annual
Report on Form 10-K:
Independent Auditors' Report F-1
Consolidated Balance Sheets as of December 31,
2003 and 2002 F-2 - F-3
Consolidated Statements of Operations for Each
of the Three Years in the Period Ended
December 31, 2003 F-4
Consolidated Statements of Stockholders' Equity
for Each of the Three Years in the Period
Ended December 31, 2003 F-5 - F-6
Consolidated Statements of Cash Flows for Each
of the Three Years in the Period Ended
December 31, 2003 F-7 - F-9
Notes to Consolidated Financial Statements F-10 - F-34
Selected Quarterly Financial Data - Years Ended
December 31, 2003 and 2002 (Unaudited) F-35
2. Financial statement schedules filed as part of this
report:
Schedule II: Valuation and Qualifying Accounts S-1
All other schedules are omitted because they are
inapplicable, not required or the information is included
in the consolidated financial statements or notes thereto.
(b) Reports on Form 8-K
The Company filed or submitted the following Current
Reports on Form 8-K with the SEC during the fourth quarter
of 2003:
1. 8-K submitted October 29, 2003, reporting (under Items 7
and 9) the Company's third quarter earnings;
2. 8-K/A filed December 10, 2003, amending (under Item 7) an
8-K filed with respect to the Insilco transaction.
-45-
(c) Exhibits
3.1 Certificate of Incorporation, as amended, is
incorporated by reference to Exhibit 3.1 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1999.
3.2 By-laws, as amended, are hereby incorporated by reference
to Exhibit 4.2 of the Company's Registration Statement on
Form S-2 (Registration No. 33-16703) filed with the
Securities and Exchange Commission on August 25, 1987.
10.1 Agency agreement dated October 1, 1988 between Bel Fuse
Ltd. and Rush Profit Ltd. Incorporated by reference to
Exhibit 10.1 of the Company's annual report on Form 10-K
for the year ended December 31, 1994.
10.2 Contract dated March 16, 1990 between Accessorios
Electronicos (Bel Fuse Macau Ltd.) and the Government of
Macau. Incorporated by reference to Exhibit 10.2 of the
Company's annual report on Form 10-K for the year ended
December 31, 1994.
10.3 Loan agreement dated February 14, 1990 between Bel Fuse,
Ltd. (as lender) and Luen Fat Lee Electronic Factory (as
borrower). Incorporated by reference to Exhibit 10.3 of
the Company's Annual Report on Form 10-K for the year
ended December 31, 1995.
10.4 Stock Option Plan. Incorporated by reference to Exhibit
28.1 of the Company's Registration Statement on Form S-8
(Registration No.333-89376) filed with the Securities and
Exchange Commission on May 29, 2002.
10.5 Employment agreement between Elliot Bernstein and Bel Fuse
Inc. dated October 29, 1997. Incorporated by reference to
Exhibit 10.7 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1997.
10.6 Stock and Asset Purchase Agreement among Bel Fuse Ltd,
Bel Fuse Macau, L.P.A., Bel Connector, Inc. and Bel
Transformer, Inc. and Insilco Technologies, Inc. and
certain of its subsidiaries, dated as of December 31,
2002, as amended by Amendment No. 1, dated as of March 21,
2003, to Stock and Asset Purchase Agreement, among Bel
Fuse Inc., Bel Fuse Ltd., Bel Fuse Macau, L.D.A., Bel
Connector Inc. and Bel Transformer Inc. and Insilco
Technologies, Inc. and certain of its subsidiaries.
Incorporated by reference to Exhibit 10.6 of the Company's
Annual Report on Form 10-K for the year ended December 31,
2002.
10.7 Amended and Restated Credit and Guarantee Agreement, dated
as of March 21, 2003, by and among Bel Fuse Inc., as
Borrower, the Subsidiary Guarantors party thereto and The
Bank of New York, as Lender. Incorporated by reference to
Exhibit 10.7 of the Company's Form 10-K for the year ended
December 31, 2002.
-46-
Item 15. Exhibits, Financial Statement Schedules and Reports on
-------------------------------------------------------
Form 8-K (continued)
--------------------
Exhibit No.:
- ------------
11.1 A statement regarding the computation of earnings per
share is omitted because such computation can be clearly
determined from the material contained in this Annual
Report on Form 10-K.
22.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Auditors.
31.1 Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of the Vice President of Finance pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes - Oxley Act of 2002.
32.2 Certification of the Vice-President of Finance pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
-47-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
BEL FUSE INC.
BY: /s/ Daniel Bernstein
--------------------
Daniel Bernstein, President, Chief Executive
Officer and Director
/s/ Colin Dunn
--------------
Colin Dunn, Vice - President of Finance
Dated: March 12, 2004
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel Bernstein and Colin Dunn as
his/her attorney-in-fact and agent, with full power of substitution and
resubstitution, for him/her and in his/her name, place, and stead, in any and
all capacities, to sign and file any and all amendments to this Annual Report on
Form 10-K, with all exhibits thereto and hereto, and other documents with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he/she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Daniel Bernstein President, Chief March 12, 2004
- --------------------- Executive Officer and
Daniel Bernstein Director
/s/ Howard B. Bernstein Director March 12, 2004
- -------------------------
Howard B. Bernstein
/s/ Robert H. Simandl Director March 12, 2004
- -------------------------
Robert H. Simandl
/s/ Peter Gilbert Director March 12, 2004
- -------------------------
Peter Gilbert
/s/ John Tweedy Director March 12, 2004
- -------------------------
John Tweedy
/s/ John Johnson Director March 12, 2004
- -------------------------
John Johnson
-48-
EXHIBIT 22.1
Subsidiaries of the Registrant
- ------------------------------
Jurisdiction of
Name Incorporation
- ---- -------------
Bel Fuse California Inc. California
Bel Fuse America Inc. Delaware
Bel Fuse Delaware Inc. Delaware
Bel Ventures Inc. Delaware
Bel Power Products Inc. Delaware
Bel Transformer Inc. Delaware
Bel Connector Inc. Delaware
Signal Dominicana, S.A. Dominican Republic
Stewart Connector Systems de
Mexico, S.A. de C.V. Mexico
Bel Stewart Gmbh Germany
Bel Fuse Europe Ltd. United Kingdom
Bel Fuse Limited Hong Kong
Bel Power (Hangzhou) Co. Ltd. China
Bel Components Ltd. Hong Kong
Top East Corporation Limited Hong Kong
Bel Stewart Limited Hong Kong
Bel Fuse Macau LDA Macau
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statements on
Forms S-8 of Bel Fuse Inc. of our report dated March 2, 2004 (which report
expresses an unqualified opinion and includes an explanatory paragraph relating
to the Company's change in method of accounting for goodwill and other
intangible assets to conform to the Statement of Financial Accounting Standards
Board No. 142), appearing in this Annual Report on Form 10-K of Bel Fuse Inc.
for the year ended December 31, 2003.
/s/ Deloitte & Touche LLP
March 2, 2004
New York, New York
EXHIBIT 31.1
CERTIFICATION
I, Daniel Bernstein, certify that:
1. I have reviewed this annual report on Form 10-K 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 annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual report;
4. The registrant's other certifying officer 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 annual 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 annual report based on such evaluation;
and
c. Disclosed in this annual 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: March 12, 2004
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 annual report on Form 10-K 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 annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual report;
4. The registrant's other certifying officer 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 annual 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 annual report based on such evaluation; and
c. Disclosed in this annual 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: March 12, 2004
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 annual report of Bel Fuse Inc. (the "Company") on Form
10-K for the year ended December 31, 2003 filed with the Securities and Exchange
Commission (the "Report"), I, Daniel Bernstein, President and Chief Executive
Officer 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: March 12, 2004
By: /s/ Daniel Bernstein
----------------------------
Daniel Bernstein, President
and Chief Executive Officer
EXHIBIT 32.2
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 annual report of Bel Fuse Inc. (the "Company") on Form
10-K for the year ended December 31, 2003 filed with the Securities and Exchange
Commission (the "Report"), 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: March 12, 2004
BY: /s/ Colin Dunn
-----------------------------
Colin Dunn, Vice President of
Finance