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, 2001
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from _________ to
Commission File Number 0-11676
BEL FUSE INC.
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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
----- -----
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. [ ]
Aggregate market value of voting stock held by non-affiliates as of March
1, 2002 was approximately $41,445,882 (based upon the closing sales price of
those shares reported on the National Association of Securities Dealers
Automated Quotation System for that day).
Aggregate market value of non-voting stock held by non-affiliates as of
March 1, 2002 was approximately $146,994,200 (based upon the closing sales price
of those shares reported on the National Association of Securities Dealers
Automated Quotation System for that day).
Number of shares of Common Stock outstanding as of March 1, 2002: 2,674,913
Class A Common Stock; 8,182,502 Class B Common Stock.
Documents incorporated by reference:
Bel Fuse Inc.'s Definitive Proxy Statement for the 2002 Annual Meeting of
Stockholders is incorporated by reference into Part III.
BEL FUSE INC.
INDEX
Part I Page
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Item 1. Business.................................................... 1
Item 2. Properties.................................................. 5
Item 3. Legal Proceedings........................................... 5
Item 4. Submission of Matters to Vote of Security
Holders..................................................... 6
Item 4A. Executive Officers of the Registrant........................ 6
Part II
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Item 5. Market for Registrant's Common Equity
And Related Stockholder Matters............................. 8
Item 6. Selected Financial Data..................................... 9
Item 7. Management's Discussion and Analysis
Of Financial Condition and Results of
Operations.................................................. 10
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk........................................... 17
Item 8. Financial Statements and Supplementary Data................. 18*
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure...................... 19
Part III
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Item 10. Directors of the Registrant ................................ 19
Item 11. Executive Compensation...................................... 19
Item 12. Security Ownership of Certain
Beneficial Owners and Management............................ 19
Item 13. Certain Relationships and Related Transactions.............. 19
Part IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K..................................... 20
Signatures............................................................. 23
*Page F-1 follows page 18
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 following: (a) the dramatic impact of current
conditions in the telecommunication market on the Company's customers; (b) the
general conditions in the electronics industry; (c) the risk that the Company
may be unable to respond adequately to rapidly changing technology developments
in its industry; (d) risks associated with its the Company's Far East
operations; (e) the highly competitive nature of the Company's industry and the
impact the competitors' new products and pricing may have upon the Company; (f)
the likelihood that revenues may vary significantly from one accounting period
to another accounting period due to a variety of factors, including customers'
buying decisions, the Company's product mix and general market and economic
conditions; (g) the Company's reliance on certain substantial customers; (h)
risks associated with the Company's ability to manufacture and deliver products
in a manner that is responsive to its customers' needs; (i) the risk of foreign
currency fluctuations; and (j) other market and competitive factors impacting
the Company's customers. As a result of these and other factors, the Company may
experience material fluctuations in future operating results on a quarterly or
annual basis, which could materially and adversely affect its business,
financial condition, operating results, and stock prices. Furthermore, this
document and other documents filed by the Company with the Securities and
Exchange Commission (the "SEC") contain certain Forward-Looking Statements under
the Private Securities Litigation Reform Act of 1995 ("Forward-Looking
Statements") with respect to the business of the Company. These Forward-Looking
Statements are subject to certain risks and uncertainties, including those
mentioned above, and those detailed in Item 1 of the Company's Annual Report on
Form 10-K for the year ended December 31, 2001, which could cause actual results
to differ materially from these Forward-Looking Statements. The Company
undertakes no obligation to publicly release the results of any revisions to
these Forward-Looking Statements which may be necessary to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. An investment in the Company involves various risks,
including those mentioned above and those which are detailed from time to time
in the Company's SEC filings.
PART I
Item 1. BUSINESS
General
Bel Fuse Inc. (the "Company") is organized under New Jersey law. The
Company does not have reportable segments as defined in Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information". The Company is engaged in the design, manufacture and sale
of products used in networking, telecommunication, automotive and consumer
electronic applications. The Company operates facilities in the United States,
Europe and the Far East. The Company maintains its principal executive offices
at 206 Van Vorst Street, Jersey City, New Jersey 07302; telephone (201)
432-0463. The term "Company" as used in this Annual Report on Form 10-K refers
to Bel Fuse Inc. and its consolidated subsidiaries unless otherwise specified.
-1-
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 $6,285,000 in cash (including acquisition expenses).
The Company will be required to make contingent purchase price payments up to
approximately $7.6 million should the acquired companies reach various sales
levels. The transactions were accounted for using the purchase method of
accounting and, accordingly, the results of operations of Current Concepts and
E-Power have been included in the Company's financial statements since the date
of acquisition. The excess of the purchase price over net assets acquired and
other intangible assets is approximately $5.7 million and is being amortized on
a straight-line basis over 4 to 15 years. Effective January 1, 2002 goodwill
will no longer be subject to amortization. The Company will test for impairment
using an independent appraiser. The Company will discontinue the amortization of
goodwill effective January 1, 2002. See Note 1 of Notes to Consolidated
Financial Statements.
Product Groups
Power Products
In 2001, the Company entered into the market for power conversion products
focusing on providing non-isolated DC/DC converters designed specifically to
power low voltage silicon devices. The need for converting one DC voltage to
another is growing rapidly as the developers of integrated circuits are now
commonly adjusting the supply voltage as a means of optimizing device
performance. The Company develops both standard and custom DC/DC converters.
These products leverage the Company's existing manufacturing capabilities and
are marketed primarily to the Company's existing customer base.
Magnetic Components
The Company manufactures a broad range of magnetic components used in
networking, telecommunications, high speed data transmission equipment,
automotive and consumer products. These wire-wound devices perform such
functions as signal delay, signal timing, signal conditioning, impedance
matching, filtering, isolation, power conversion and power transfer.
Transformers for networking and telecommunication applications are developed
based on market requirements for emerging technologies, often to support an
integrated circuit (IC) design.
Integrated Connector Modules
These 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 which were previously performed by multiple, discrete components.
-2-
Value-added Modules
The Company supplies value-added modules to end users whose requirements
can be satisfied by combining in one integrated package one or more of the
Company's capabilities in surface mount assembly, automatic winding, hybrid
fabrication and component encapsulation.
Miniature, Micro and Chip Fuses
Fuses prevent currents in an electrical or electronic circuit from
exceeding certain predetermined levels. Fuses act as a safety valve to protect
expensive components from damage or to cut off high currents before they can
generate enough heat to cause smoke or fire. The Company manufactures miniature
and micro fuses for supplementary circuit protection. The Company sells its
fuses to a worldwide market. They are used in such products as televisions,
VCR's, power supplies, computers, telephones and networking equipment.
Marketing
The Company sells its products to more than 800 customers throughout North
America, Western Europe and the Far East. Sales are made through independent
sales representative organizations and authorized distributors who are overseen
by the Company's sales personnel throughout the world. As of December 31, 2001,
the Company had a sales and support staff of 34 persons that supported 58 sales
representative organizations and 1 non-exclusive distributor.
The Company has written agreements with all of its sales representative
organizations and major distributor. Written agreements terminable on short
notice by either party are standard in the industry.
Finished products manufactured by the Company in its Far East facilities
are, in general, either sold to the Company's Jersey City facility for resale to
customers in the Americas or are shipped directly to other customers throughout
the world. For further information regarding the Company's geographic
operations, see Note 7 of Notes to Consolidated Financial Statements.
The Company did not have sales to any one customer in excess of ten percent
of 2001 consolidated sales.
Research and Development
The Company's research and development efforts in 2001 were spread among
all of the Company's current product groups. The Company's research and
development facilities are located in California, Indiana, Texas, Massachusetts,
Hong Kong and China. In addition, the Company maintains continuing programs to
improve the reliability of its products and to design specialized assembly
equipment to increase manufacturing efficiencies. Research and development costs
amounted to $4,967,000 in 2001. The Company plans to close its Indiana and Texas
facilities by the end of the third quarter of 2002 and relocate them in
California. The Company is currently looking for property to purchase in San
Diego, California where its research and development facility will be located.
The Company's statements regarding its plans to close facilities and relocate
them constitute Forward Looking Statements. Actual experience could differ
materially from such statements for a variety of factors, including applicable
legal and regulatory requirements and other logistical issues.
-3-
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 source 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 then one supplier for certain materials, it is
possible that these materials may not be available to the Company in sufficient
quantities or at the time 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 25, 2002 was approximately $13.0 million, as
compared with a backlog of $46 million as of February 25, 2001. Management
expects that all of the Company's backlog as of February 25, 2002 will be
shipped by December 31, 2002. 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
shorter lead times on purchase orders and have implemented consignment inventory
programs with the goal of reducing their inventories. Accordingly, backlog is no
longer as reliable an indicator of the timing of future sales as it has been in
the past.
Trademarks and Patents
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 September 30, 2002 to August 29,
2020.
The Company utilizes eight U.S. registered trademarks - BELFUSE, BEL,
BELMAG, BELSTACK, BELSTICK, BELCOMBO, SURFUSE and COMPONENTS FOR A CONNECTED
PLANET- 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.
-4-
Competition
There are numerous independent companies and divisions of major companies
which manufacture products that are competitive with one or more of the
Company's products. Some of the Company's competitors possess greater financial,
marketing and other resources than those available to the Company. The Company's
ability to compete is dependent upon several factors, including product
performance, quality, reliability, design and price.
Employees
As of December 31, 2001, the Company had 866 full-time employees. The
Company employed 114 people in its U.S. facilities and 752 throughout the rest
of the world excluding workers supplied by independent contractors. The
Company's employees are not represented by any labor union. The Company believes
that its relations with employees are satisfactory.
Item 2. PROPERTIES
The Company currently occupies approximately 519,000 square feet of
manufacturing, warehouse, office, technical and staff quarter space worldwide.
In addition to the Company's principal corporate offices in New Jersey, the
Company maintains facilities in The People's Republic of China and its Special
Administrative Regions ("SAR") of Hong Kong and Macau in the Far East, in
California, Texas, Massachusetts and Indiana in the U.S.A. and in the United
Kingdom in Europe. The Company also owns an idle facility of 46,300 square feet
in Illinois. Approximately 40% of the 519,000 square feet the Company occupies
is owned, while the remainder is leased. The Company plans to close its Indiana
and Texas facilities by the end of the third quarter of 2002 and relocate them
in California. The statements regarding its plans to close facilities and
relocate them constitute Forward Looking Statements. Actual experience could
differ materially from such statements for a variety of factors, including
applicable legal and regulatory requirements and other logistical issues. See
Note 11 of Notes to Consolidated Financial Statements for additional information
pertaining to leased properties.
Item 3. LEGAL PROCEEDINGS
The Company commenced an arbitration proceeding before the American
Arbitration Association against Lucent Technologies, Inc. in or about December
2000. The arbitration arises out of an Agreement for the Purchase and Sale of
Assets, dated October 2, 1998 (the "Asset Purchase Agreement"), among Bel Fuse,
Lucent Technologies, Inc. and Lucent Technologies Maquiladores, Inc., and a
related Global Procurement Agreement, dated October 2, 1998 (the "Supply
Agreement"), between Lucent Technologies, Inc., as Buyer, and Bel Fuse, as
Supplier. Pursuant to the Asset Purchase Agreement, the Company purchased
substantially all of the assets of Lucent's signal transformer business.
Pursuant to the Supply Agreement, Lucent agreed that except for limited
instances where Lucent was obligated to purchase product elsewhere, for a term
of 3-1/2 years, Lucent would be obligated, on an as required basis, to purchase
from the Company all of Lucent's requirements for signal transformer products.
The Supply Agreement also provided that the Company would be given the
opportunity to furnish quotations for the sale of other products.
-5-
The Company is seeking monetary damages for alleged breaches by Lucent of
the Asset Purchase Agreement and the Supply Agreement. In its answer, Lucent
denied many of the material allegations made by the Company and also asserted
two counterclaims. The counterclaims seek recovery for alleged losses, including
loss of revenue, sustained by Lucent as a result of the Company's alleged breach
of various provisions of the Supply Agreement. The parties are currently engaged
in extensive discovery proceedings. The Company believes it has substantial and
meritorious claims against and defenses to Lucent and its counterclaims.
However, the Company cannot predict how the arbitrator will decide this matter
and whether it will have a material effect on the financial statements.
Item 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 2001.
Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following table and biographical outlines set forth the positions and
offices within the Company presently held by each executive officer of the
Company and a brief account of the business experience of each such officer for
the past five years.
Positions and Offices
Officer With the Company/
Name and Age Since Business Experience
- ------------ ------- ----------------------------
Daniel Bernstein, 48 ...... 1985 President, Chief Executive
Officer and Director
Robert H. Simandl, 73 ..... 1967 Secretary and Director
Colin Dunn, 57 ............ 1992 Vice President of Finance
and Treasurer
Joseph Meccariello, 51 .... 1995 Vice President of
Manufacturing
Dennis Ackerman, 39 ....... 2001 Vice President of Operations
Dwayne Vasquez 39 ........ 2001 Vice President of Sales
Daniel Bernstein has served the Company as President since June 1992. He
previously served as Vice President (1985-1992) and Treasurer (1986-1992) and
has served as a Director since 1986. He has occupied other positions with the
Company since 1978. He was appointed Managing Director of the Company's Macau
subsidiary during 1991.
-6-
Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT (continued)
Robert H. Simandl, a Director and Secretary of the Company since 1967, is a
member of the law firm of Robert H. Simandl, Counselor At Law. He has been a
practicing attorney in New Jersey since 1953.
Colin Dunn joined the Company in 1991 as Finance Manager and in 1992 was
named Vice President of Finance and Treasurer. He is currently a director of Bel
Fuse Ltd and Bel Fuse Macau LDA. Prior to joining the Company, Mr. Dunn was Vice
President of Finance and Operations at Kentek Information Systems, Inc. from
1985 to 1991 and had previously held a series of senior management positions
with Braintech Inc. and Weyerhaeuser Company.
Joseph Meccariello joined the Company in 1979 as a Manager of Mechanical
Engineering and in 1994 became the Deputy Managing Director of the Company's
Hong Kong subsidiary, Bel Fuse, Ltd. In 1995 he was named Vice President of
Manufacturing with responsibility for Far East production operations.
Dennis Ackerman joined the Company in 1986 and has held the positions of
customer service manager, sales manager, purchasing manager and operations
manager. In 2001 he was named Vice President of Operations.
Dwayne Vazquez joined the Company in 2001 as Director of Sales. In October
2001 he was promoted to Vice President of Sales with responsibility for the
Company's worldwide sales organization. From 1997 to 2001 he was Director of
Sales and Marketing at Ericson Microelectronics, Power Module Division in
Richardson, Texas where he was responsible for driving revenue in the DC/DC and
Board Mounted Power product markets.
-7-
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 B Class A Class B
High High Low Low
------- ------- ------- -------
Year Ended December 31, 2000
First Quarter ................ $25.75 $24.50 $18.50 $16.56
Second Quarter ............... 29.50 28.81 14.81 14.88
Third Quarter ................ 44.94 41.75 25.00 22.31
Fourth Quarter ............... 46.00 44.94 28.75 27.00
Year Ended December 31, 2001
First Quarter ................ $39.75 $39.94 $19.75 $20.00
Second Quarter ............... 31.75 33.50 20.25 20.57
Third Quarter ................ 30.00 31.45 17.55 18.55
Fourth Quarter ............... 24.25 26.69 18.00 19.25
The Common Stock is reported under the symbol BELFA and BELFB in the Nasdaq
National Market.
(b) Holders
As of March 1, 2002 there were 146 registered shareholders of the Company's
Class A Common Stock and 166 registered shareholders of Class B Common Stock.
The Company estimates that there were 2,190 beneficial shareholders of Class A
Common Stock and 4,661 beneficial shareholders of Class B Common Stock.
(c) Dividends
There are no contractual restrictions on the Company's ability to pay
dividends. On February 1, 2001, May 1, 2001, August 1, 2001, and November 1,
2001 the Company paid a $.05 per share dividend to all shareholders of record of
class B Common Stock in the total amount of $399,070, $400,036, $402,150, and
$402,304, respectively. On February 1, 2000, May 1, 2000, August 1, 2000 and
November 1, 2000, the Company paid a $.05 per share dividend to all shareholders
of record of Class B Common Stock in the total amount of $393,908, $395,356,
$395,504 and $396,091, respectively. On February 1, 2002 the Company paid a $.05
per share dividend to all shareholders of record at January 11, 2002 of Class B
Common Stock in the total amount of $404,351.
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Item 6. SELECTED FINANCIAL DATA
Years Ended December 31,
--------------------------------------------------------------------------------
2001 2000 1999 1998 1997
----------- ---------- --------- -------- ------
(In thousands of dollars, except per share data)
Selected Statements of Operations Data: (a)
Net sales ................................ $ 96,045 $ 145,227 $ 119,464 $ 90,754 $ 73,531
Cost of sales ............................ 89,603 88,479 76,113 58,654 50,724
Selling, general and
administrative expenses ................ 21,561 23,284 19,502 16,648 13,830
Other income - net (b) ................... 2,411 3,912 878 1,579 1,428
Earnings (loss) before
income taxes ........................... (12,709) 37,376 24,727 17,031 10,405
Income tax provision (benefit) ........... (547) 5,159 3,435 1,813 1,555
Net earnings (loss) ...................... (12,162) 32,217 21,292 15,218 8,850
Earnings (loss) per common
share - basic (c) ...................... (1.13) 3.04 2.03 1.47 0.87
Earnings (loss) per common
share - diluted (c) .................... (1.13) 2.94 1.98 1.45 0.86
Cash dividends declared per
Class B common share ................... 0.20 0.20 0.20 -- --
As of December 31,
---------------------------------------------------------------------------------
2001 2000 1999 1998 1997
--------- -------- --------- --------- ---------
(In thousands of dollars, except per share data)
Selected Balance Sheet Data:
Working capital .......................... $ 83,698 $ 97,720 $ 66,768 $ 40,899 $ 44,750
Total assets ............................. 147,517 169,513 125,138 103,625 83,152
Stockholders' equity ..................... 129,463 141,016 110,254 88,806 72,829
Book value per
share (b) .............................. 12.02 13.25 10.46 8.56 7.11
Return on average
total assets, % ........................ (7.60) 21.87 18.25 12.50 11.60
Return on average Stockholders'
equity, % .............................. (8.80) 25.64 20.93 19.00 13.10
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(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). 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.
(b) Includes gains of $1,081 from the sale of marketable securities during
2000.
(c) After giving retroactive effect to a two for one stock split payable in the
form of a dividend on December 1, 1999.
-9-
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. The preparation of these financial
statements requires the Company to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, the
Company evaluates its estimates, including those related to product returns, bad
debts, inventories, intangible assets, investments, income taxes and
contingencies and litigation. The Company bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
The Company believes the following critical accounting policies affect its
more significant judgments and estimates used in the preparation of its
consolidated financial statements. The Company maintains allowances for doubtful
accounts for estimated losses resulting from the inability of its customers to
make required payments. If the financial condition of the Company's customers
were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be required.
The Company makes purchasing decisions principally based upon firm sales
orders from customers, the availability and pricing of raw materials and
projected customer requirements. Future events that could adversely affect these
decisions and result in significant charges to the Company's operations include
slow down in customer demand as the Company is currently experiencing, customers
delaying the issuance of sales orders to the Company, miscalculating customer
requirements, technology changes which render the raw materials and finished
goods obsolete, and cancellation or loss of customers and/or cancellation of
sales orders. The Company writes down its inventory for estimated obsolescence
or unmarketable inventory equal to the difference between the cost of inventory
and the estimated market value based upon the aforementioned assumptions. If
actual market conditions are less favorable than those projected by management,
additional inventory write-downs may be required.
-10-
The Company seeks sales and profit growth by expanding its existing
customer base, developing new products and by pursuing strategic acquisitions
that meet the Company's criteria relating to the market for the products; the
Company's ability to efficiently manufacture the product; synergies that are
created by the acquisition; and a purchase price that represents fair value. If
the Company's evaluation of a target company misjudges its technology, estimated
future sales and profitability levels, or inability to keep pace with the latest
technology, these factors could impair the value of the investment, which could
materially adversely affect the Company's profitability.
The Company files income tax returns in every jurisdiction in which it has
reason to believe it is subject to tax. Historically, the Company has been
subject to examination by various taxing jurisdictions. To date, none of these
examinations has resulted in any material additional tax. Nonetheless, any tax
jurisdiction may contend that a filing position claimed by the Company regarding
one or more of its transactions is contrary to that jurisdiction's laws or
regulations.
Results of Operations
The following table sets forth, for the 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,
-------------------------------------
2001 2000 1999
----- ----- ------
Net sales .................... 100.0% 100.0% 100.0%
Cost of sales ................ 93.3% 60.9% 63.7%
Selling, general and
administrative expenses .... 22.4% 16.0% 16.3%
Other income, net of
interest expense ........... 2.5% 2.7% 0.7%
Earnings (loss) before income
taxes ...................... (13.2)% 25.8% 20.7%
Income tax provision (benefit) (0.6)% 3.6% 2.9%
Net earnings (loss) .......... (12.6)% 22.2% 17.8%
Increase (decrease) from
Prior Period
-------------------------------
2001 compared 2000 compared
with 2000 with 1999
------------- -------------
Net sales ..................... (33.9)% 21.6%
Cost of sales ................. 1.3% 16.3%
Selling, general and
administrative expenses ..... (7.4)% 19.4%
Net earnings .................. (137.8)% 51.3%
-11-
Sales
Net sales decreased 33.9% from approximately $145.2 million in 2000 to
approximately $96.0 million in 2001. The Company attributes this decrease to the
decline in demand affecting the global electronics industry. Although all
product lines experienced sales decreases except for integrated connector
modules ("ICM"), the telecommunications and networking segments were
particularly depressed. The Company is experiencing both volume reductions and
price degradation as the number of manufacturers with saleable products
increases and customers take aggressive price positions.
Several of the Company's customers are facing difficult market conditions.
Some customers have delayed purchase orders, while others have cancelled
purchase orders outright. Certain customers continue to have surplus
inventories, thereby reducing their need for the Company's products. As a result
of these potential difficulties, the Company believes that first quarter 2002
revenue levels and earnings are not likely to improve upon fourth quarter 2001
results exclusive of charges for fixed asset write-offs and restructuring
related expenses. The Company expects to incur additional severance and employee
relocation charges of up to approximately $1,000,000 (net of taxes) during the
first nine months of 2002. This projection represents a Forward-Looking
Statement. Actual results could differ materially from this statement, depending
in large part upon market conditions in the Company's industry.
Net sales increased 21.6% from approximately $119.5 million in 1999 to
approximately $145.2 million in 2000. The Company attributes this increase
primarily to an increased volume of sales of ICMs, magnetic components and
fuses.
Cost of Sales
Cost of sales as a percentage of net sales increased from 60.9% in 2000 to
93.3% in 2001. The increase in the cost of sales percentage is primarily
attributable to a $14.6 million inventory write-off of surplus and obsolete
inventory and non-cancelable purchase commitments. This provision reflected the
Company's assessment of then current business levels and its belief that its
customers will ultimately seek next generation products when and if a recovery
occurs. Additionally, the Company incurred a charge during the fourth quarter of
2001 in the total amount of $5.6 million for the write down of fixed assets due
to changing customer preferences and projected lower volumes in mature product
lines and other charges related to the consolidation of the Company's
engineering facilities. Also contributing to the increase in cost of sales are
manufacturing inefficiencies due to reduced sales volume and sales with lower or
no gross profit margins.
Cost of sales as a percentage of net sales decreased from 63.7% in 1999 to
60.9% in 2000. The decrease is primarily attributable to lower labor and factory
overhead expenses, the move of Telcom production to the Far East from Texas
during the fourth quarter of 1999 and higher sales volume which results in
greater manufacturing efficiencies offset, in part, by higher raw material
content associated with the current sales mix.
-12-
Selling, General and Administrative Expenses
The percentage relationship of selling, general and administrative expenses
to net sales increased from 16.0% in 2000 to 22.4% in 2001. The Company
attributes the percentage increase primarily to decreased sales. Selling,
general and administrative expenses decreased in dollar amount by approximately
7.4%. The Company attributes the decrease in dollar amount of such expenses to
reduced sales and marketing salaries and related expenses, offset in part by a
salary continuance of approximately $700,000 due under the terms of the late
Chairman of the Board's employment agreement and a charge in the amount of
$533,000 related to the modification of the terms of certain non-qualified
incentive stock options held by the estate of the Chairman of the Board. The
Company's Chairman passed away in July 2001. Additionally, the Company incurred
severance costs in the Far East of $460,000.
The percentage relationship of selling, general and administrative expenses
to net sales decreased from 16.3% in 1999 to 16.0% in 2000. The Company
attributes the percentage decrease primarily to increased sales. Selling,
general and administrative expenses increased in dollar amount by 19.4% over
1999. The Company attributes the increase in the dollar amount of such expenses
primarily to increases in commissions and other sales related expense due to
increased sales, and increases in sales, marketing and customer service
salaries.
Other Income - net
Other income, consisting principally of a gain on the sale of marketable
securities during 2000 and interest earned on cash and cash equivalents,
decreased by approximately 1,501,000 during the year 2001 compared to the year
2000. The decrease is due to the $1.0 million gain on the sale of marketable
securities during 2000 and lower interest income due to lower interest rates
earned on cash and cash equivalents despite higher cash and cash equivalent
balances during 2001.
Other income, consisting principally of interest earned on cash and cash
equivalents and gains on the sale of marketable securities, increased by
approximately $3.0 million from the year 1999 to 2000. The increase is due to
the gains on the sale of marketable securities and higher interest income as the
Company maintained higher cash and cash equivalent balances during 2000.
Provision for Income Taxes
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. Management has identified $20 million of
foreign earnings that may not be permanently reinvested. Deferred income taxes
in the amount of approximately $6.1 million have been provided on such earnings
($(.1) million during 2001, $2.1 million during 2000 and $4.1 million during
1999 and prior years.
-13-
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.
The provision (benefit) for income taxes for 2001 was $(547,000) as
compared to $5,159,000 for 2000. The decrease in the provision is due primarily
to foreign losses arising from inventory writedowns, United States and foreign
losses arising from fixed asset write-offs and severance related expenses in
2001 and lower United States taxes resulting from the gain on the sale of
marketable securities in 2000 versus 2001 offset in part by pretax profit in
2001 before these charges.
The provision for income taxes for 2000 was $5.2 million as compared to
$3.4 million in 1999. The increase in the provision is due primarily to higher
United States taxes, resulting from the gains on the sale of marketable
securities and higher foreign earnings subject to taxes in 2000 versus 1999.
The Company's effective tax rate has been lower than the statutory United
States corporate rate primarily as a result of the lower tax rates in Hong Kong
and Macau.
Cost Control Measures
In light of the current market in the Company's industry, the Company
continues to review its operating structures in efforts to control costs. Such
measures can be expected to result in a consolidation of the Company's
operations and the recognition of related charges in future periods. The Company
expects to incur additional severance and employee relocation charges of up to
approximately $1.0 million (net of taxes) during the first nine months of 2002.
The description of this expectation constitutes a Forward Looking Statement.
Actual results could differ materially from such expectation as a result of a
number of factors, including the Company's ability to effect its relocation
plans, the economic condition of the Company's industry and other factors that
relate to the extent to which the Company is able to restore its profitability.
Inflation
During the past two years, the effect of inflation on the Company's
profitability was not material. Historically, fluctuations of the U.S. dollar
against other major currencies have not significantly affected the Company's
foreign operations as most transactions have been denominated in U.S. dollars or
currencies linked to the U.S. dollar.
-14-
Liquidity and Capital Resources
Historically, the Company has financed its capital expenditures through
cash flows from operating activities. Management believes that the cash flow
from operations, combined with its existing capital base and the Company's
available lines of credit, will be sufficient to fund its operations for the
near term. Such statement constitutes a Forward Looking Statement. Factors which
could cause the Company to require additional capital include, among other
things, a further softening in the demand for the Company's existing products,
an inability to respond to customer demand for new products, potential
acquisitions requiring substantial capital, future expansion of the Company's
operations and net losses that could result in net cash being used in operating,
investing and/or financing activities which result in net decreases in cash and
cash equivalents. Net losses may result in the loss of domestic and foreign
credit facilities and preclude the Company from raising debt or equity financing
in the open markets.
The Company has two domestic unsecured lines of credit amounting to
$11,000,000 which were unused at December 31, 2001. The $1 million line of
credit is renewable annually. The $10 million line of credit is a three year
line and is renewable during May 2002. The Company will seek to renew this
credit line although there can be no assurance that it will be able to do so.
Borrowings under a $10 million line of credit are secured by a first priority
security interest in and a lien on all personal property of Bel Fuse Inc. and
its domestic subsidiaries.
The Company's Hong Kong subsidiary has an unsecured line of credit of
approximately $2,000,000, which was unused at December 31, 2001. The line of
credit expires in December 31, 2002. Borrowing on the line of credit is
guaranteed by the U.S. parent.
For information regarding further commitments under the Company's operating
leases, see Note 11 of Notes to the Company's Consolidated Financial Statements.
On May 11, 2001, the Company acquired 100% of the common stock of E-Power
Ltd. ("E-Power") and the assets and business of Current Concepts, Inc. ("Current
Concepts") for an aggregate of $6,285,000 in cash (including acquisition
expenses). The Company will be required to make contingent purchase price
payments up to approximately $7.6 million should the acquired companies reach
various sales levels. The transactions were accounted for using the purchase
method of accounting and, accordingly, the results of operations of Current
Concepts and E-Power have been included in the Company's financial statements
since the date of acquisition. The excess of the purchase price over the net
assets acquired is approximately $5.7 million and is being amortized on a
straight-line basis over 4 to 15 years. The Company will discontinue the
amortization of goodwill effective January 1, 2002 and will measure the
impairment of goodwill in accordance with SFAS No. 142.
The Company has completed the construction of new corporate offices in
Jersey City in the amount of $2.8 million. As of December 31, 2001 there are no
outstanding liabilities in connection with this project.
-15-
During 2001 the Chairman of the Board passed away. Under the terms of his
employment agreement dated October 29, 1997, the Company is obligated to pay his
Estate the balance due on his employment agreement which approximates $895,000
(of which $195,000 was expensed in prior years) through December 31, 2003 plus
health insurance benefits. In addition, the Board of Directors unanimously
agreed to modify the terms of certain options held by the late Chairman's
Estate. This resulted in a compensation charge of $533,000 for the year ended
December 31, 2001.
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, 2001 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 2001, the Company's cash and cash equivalents increased by
approximately $6.9 million, reflecting approximately $21.0 million provided by
operating activities, $3.7 from the sale of marketable securities and $1.3
million from the exercise of stock options, offset, in part, by approximately
$6.0 million in purchases of plant and equipment, $5.9 for the payment for
acquisitions, approximately $1.6 million in dividends and $5.9 in purchases of
marketable securities.
Cash, marketable securities and cash equivalents and accounts receivable
comprised approximately 55.2% and 51.9% of the Company's total assets at
December 31, 2001 and 2000, respectively. The Company's current ratio (i.e., the
ratio of current assets to current liabilities) was 7.2 to 1 and 5.5 to 1 at
December 31, 2001 and 2000, respectively.
At December 31, 2001, the Company was obligated under non-cancelable
operating leases and purchase commitments for raw materials as follows:
Years Ended Purchase
December 31, Leases Commitments
------------ ---------- -----------
2002 ............. $ 502,000 $2,800,000
2003 ............. 382,000 --
2004 ............. 209,000 --
2005 ............. 141,000 --
2006 ............. 75,000 --
---------- ----------
$1,309,000 $2,800,000
========== ==========
-16-
Other Matters
Territories of Hong Kong, Macau and The People's Republic of China
The Territory of Hong Kong became a Special Administrative Region ("SAR")
of The People's Republic of China in the middle of 1997. The territory of Macau
became a SAR of The People's Republic of China at the end of 1999. Management
cannot presently predict what future impact, if any, this will have on the
Company or how the political climate in China will affect its contractual
arrangements in China. Substantially all of the Company's manufacturing
operations and approximately 48% of its identifiable assets are located in Hong
Kong, Macau, and The People's Republic of China. Accordingly, events resulting
from the expiration of such leases as well as any change in the "Most Favored
Nation" status granted to China by the U.S. could have a material adverse effect
on the Company.
New Accounting Pronouncements
Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities, is effective for all fiscal years
beginning after June 15, 2000. SFAS 133, as amended, establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. Under SFAS
133, certain contracts that were not formerly considered derivatives may now
meet the definition of a derivative. The Company adopted SFAS 133 effective
January 1, 2001. The adoption of SFAS 133 has not had a significant impact on
the consolidated financial position, results of operations, or cash flows of the
Company.
On June 29, 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and
Intangible Assets". Major provisions of these Statements are as follows: all
business combinations initiated after June 30, 2001 must use the purchase method
of accounting; the pooling of interest method of accounting is prohibited;
goodwill and intangible assets with indefinite lives are not amortized but are
tested for impairment annually, except in certain circumstances, and whenever
there is an impairment indicator; all acquired goodwill must be assigned to
reporting units for purposes of impairment testing; effective January 1, 2002,
goodwill will no longer be subject to amortization. The Company tested for
impairment of goodwill as of January 1, 2002 using an independent appraiser
which resulted in no impairment of goodwill under FASB 142. The Company will
discontinue the amortization of goodwill effective January 1, 2002. This will
result in a reduction of amortization expense of approximately $860,000 during
2002.
In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations". SFAS No. 143 addresses financial accounting and reporting for
obligations and costs associated with the retirement of tangible long-lived
assets. The Company is required to implement SFAS No. 143 on January 1, 2003,
and has not yet determined the impact that this statement will have on its
results of operations or financial position.
-17-
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-lived Assets", effective for fiscal years
beginning after December 15, 2001. Under SFAS No. 144 assets held for sale will
be included in discontinued operations if the operations and cash flows will be
or have been eliminated from the ongoing operations of the entity and the entity
will not have any significant continuing involvement in the operations of the
component. The Company is planning to adopt SFAS No. 144 in its year beginning
January 1, 2002. The Company believes the adoption of SFAS No. 144 will not have
a material impact on the Company's results of operations or financial position.
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's business in this regard is subject to certain risks,
including, but not limited to, differing economic conditions, loss of
significant customers, changes in political climate, differing tax structures,
other regulations and restrictions and foreign exchange rate volatility. The
Company's future results could be materially and adversely impacted by changes
in these or other factors.
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.
-18-
BEL FUSE INC
INDEX
Page
----
Financial Statements
- --------------------
Independent Auditors' Report ..................................... F-1
Consolidated Balance Sheets as of December 31,
2001 and 2000 ................................................... F-2 - F-3
Consolidated Statements of Operations for Each
of the Three Years in the Period Ended
December 31, 2001 ............................................... F-4
Consolidated Statements of Stockholders' Equity
for Each of the Three Years in the Period
Ended December 31, 2001 ......................................... F-5 - F-6
Consolidated Statements of Cash Flows for Each
of the Three Years in the Period Ended
December 31, 2001 ............................................... F-7 - F-9
Notes to Consolidated Financial Statements ....................... F-10 - F-27
Selected Quarterly Financial Data - Years Ended
December 31, 2001 and 2000 (Unaudited) .......................... F-28
F
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 its subsidiaries (the "Company") as of December 31, 2001 and 2000, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 2001. Our
audits also included the financial statement schedule listed in the Index at
Item 14. These financial statements and the financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and 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 audit 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, such consolidated financial statements present fairly, in all
material respects, the financial position of Bel Fuse Inc. and its subsidiaries
as of December 31, 2001 and 2000, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2001 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.
March 13, 2002
New York, New York
F-1
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, December 31,
2001 2000
------------ ------------
ASSETS
Current Assets:
Cash and cash equivalents ............... $ 69,278,574 $ 62,587,033
Marketable securities ................... 2,342,663 231,431
Accounts receivable - less allowance
of $945,000 and $945,000 ............... 9,814,914 25,165,748
Inventories ............................. 13,870,822 30,259,606
Prepaid expenses and other current
assets ................................. 269,275 318,120
Refundable income taxes ................. 826,859 --
Deferred income taxes ................... 817,000 654,000
------------ ------------
Total Current Assets ................ 97,220,107 119,215,938
------------ ------------
Property, plant and equipment - net .......... 36,353,951 39,738,064
Goodwill - net of amortization of
$5,811,188 and $3,548,401 ................... 13,653,521 10,241,051
Other assets ................................. 288,943 318,352
------------ ------------
TOTAL ASSETS ............................ $147,516,522 $169,513,405
============ ============
See notes to consolidated financial statements.
F-2
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, December 31,
2001 2000
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable ............................ $ 4,624,185 $ 13,038,299
Accrued expenses ............................ 8,492,425 8,058,326
Dividends payable ........................... 405,000 399,700
------------ ------------
Total Current Liabilities ............... 13,521,610 21,496,325
------------ ------------
Deferred income taxes ............................ 4,532,000 7,001,000
------------ ------------
Total Liabilities ....................... 18,053,610 28,497,325
------------ ------------
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
2,664,637 and 2,646,828 shares, respectively
(net of 1,072,770 treasury shares) ......... 266,464 264,683
Class B common stock, par value
$.10 per share - authorized
30,000,000 shares; outstanding
8,105,117 and 7,993,783 shares, respectively
(net of 3,218,310 treasury shares) ......... 810,512 799,379
Additional paid-in capital .................. 11,674,768 9,419,553
Retained earnings ........................... 116,699,114 130,470,576
Cumulative other comprehensive
income ..................................... 12,054 61,889
------------ ------------
Total Stockholders' Equity .............. 129,462,912 141,016,080
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY .................. $147,516,522 $169,513,405
============ ============
See notes to consolidated financial statements.
F-3
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31,
----------------------------------------------
2001 2000 1999
------------- ------------- -------------
Net Sales ....................................... $ 96,044,817 $ 145,226,811 $ 119,463,650
------------- ------------- -------------
Costs and expenses:
Cost of sales .............................. 89,603,327 88,478,545 76,112,866
Selling, general and administrative ........ 21,561,028 23,284,152 19,501,988
------------- ------------- -------------
111,164,355 111,762,697 95,614,854
------------- ------------- -------------
Income (loss) from operations ................... (15,119,538) 33,464,114 23,848,796
Other income - net .............................. 2,410,566 3,912,347 878,037
------------- ------------- -------------
Earnings (loss) before provision for income taxes (12,708,972) 37,376,461 24,726,833
Income tax provision (benefit) .................. (547,000) 5,159,000 3,435,000
------------- ------------- -------------
Net earnings (loss) ............................. $ (12,161,972) $ 32,217,461 $ 21,291,833
============= ============= =============
Earnings (loss) per common share - basic ........ $ (1.13) $ 3.04 $ 2.03
============= ============= =============
Earnings (loss) per common share - diluted ...... $ (1.13) $ 2.94 $ 1.98
============= ============= =============
Weighted average number of
common shares outstanding - basic .............. 10,715,921 10,582,916 10,476,670
============= ============= =============
Weighted average number of
common shares outstanding - diluted ............ 10,715,921 10,953,540 10,777,485
============= ============= =============
See notes to consolidated financial 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 Earnings Income (loss) Stock Stock Capital
----------- --------- ------------ ------------- ---------- --------- -----------
Balance, January 1, 1999 ........... $88,806,159 $79,728,787 $ (4,711) $ 260,331 $ 780,993 $8,040,759
Exercise of stock
options .......................... 662,821 2,889 10,038 649,894
Tax benefits arising
from the non-qualified
disposition of
incentive stock options .......... 121,000 121,000
Cash dividends on Class B
common stock ..................... (1,180,855) (1,180,855)
Currency translation
adjustment ....................... 15,275 $ 15,275 15,275
Unrealized gain
on marketable
securities-net of taxes .......... 537,704 537,704 537,704
Net earnings ....................... 21,291,833 21,291,833 21,291,833
-----------
Comprehensive Income ......... $21,844,812
----------- =========== ------------ -------- -------- -------- ----------
Balance, December 31, 1999 ......... 110,253,937 99,839,765 548,268 263,220 791,031 8,811,653
Exercise of stock
options .......................... 962,516 1,463 10,708 950,345
Tax benefits arising
from the non-qualified
disposition of
incentive stock options .......... 438,000 438,000
Cash dividends on Class B
common stock ..................... (1,586,650) (1,586,650)
Currency translation
adjustment ....................... 26,607 $ 26,607 26,607
Purchase and retirement of
common stock ..................... (807,805) (2,360) (805,445)
Issuance of stock warrants
for consulting services .......... 25,000 25,000
Decrease in marketable
securities-net of taxes .......... (512,986) (512,986) (512,986)
Net earnings ....................... 32,217,461 32,217,461 32,217,461
-----------
Comprehensive Income ......... $31,731,082
===========
----------- ------------ -------- -------- -------- ----------
Balance, December 31, 2000 ......... 141,016,080 130,470,576 61,889 264,683 799,379 9,419,553
See notes to consolidated financial statements.
F-5
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 Earnings Income (loss) Stock Stock Capital
------------ ------------ ------------ ------------- -------- -------- -----------
Exercise of stock
options ......................... 1,328,129 1,781 11,133 1,315,215
Tax benefits arising
from the non-qualified
disposition of
incentive stock options ......... 382,000 382,000
Cash dividends on Class B
common stock .................... (1,609,490) (1,609,490)
Modifications of terms of
stock option .................... 533,000 533,000
Currency translation
adjustment ...................... 3,165 $ 3,165 3,165
Issuance of common stock warrants
for consulting services ......... 25,000 25,000
Decrease in marketable
securities-net of taxes ......... (53,000) (53,000) (53,000)
Net loss .......................... (12,161,972) (12,161,972) (12,161,972)
------------
Comprehensive loss .......... $(12,211,807)
============
------------ ------------ -------- -------- -------- -----------
Balance, December 31, 2001 ........ $129,462,912 $116,699,114 $ 12,054 $266,464 $810,512 $11,674,768
============ ============ ======== ======== ======== ===========
See notes to consolidated financial statements.
F-6
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
--------------------------------------------
2001 2000 1999
------------ ------------ ------------
Cash flows from operating activities:
Net income (loss) ........................... $(12,161,972) $ 32,217,461 $ 21,291,833
Adjustments to reconcile net
income (loss) to net cash provided
by operating activities:
Depreciation and amortization ............... 7,784,577 5,931,755 6,100,768
Inventory write-off ......................... 14,586,000 -- --
Loss on write-off/sale of fixed assets ...... 3,957,267 -- --
Restructuring charges ....................... 1,056,000 -- --
Other ....................................... 941,575 493,269 126,929
Deferred income taxes ....................... (2,592,000) 1,783,000 1,634,000
Gain on sale of marketable securities ....... -- (1,081,437) --
Changes in operating assets
and liabilities ............................ 7,400,734 (941,946) (5,908,708)
Net Cash Provided by ------------ ----------- -----------
Operating Activities .................... 20,972,181 38,402,102 23,244,822
------------ ----------- -----------
Cash flows from investing activities:
Purchase of property, plant
and equipment .............................. (5,975,441) (8,127,595) (5,272,130)
Purchase of marketable
securities ................................. (5,864,808) (773,253) (1,357,335)
Payment for acquisitions-net of cash acquired (5,943,046) -- (43,806)
Proceeds from sale of
marketable securities ...................... 3,663,213 3,024,432 --
Proceeds from sale of
equipment .................................. 89,164 865 136,953
------------ ----------- -----------
Net Cash Used in
Investing Activities ................. (14,030,918) (5,875,551) (6,536,318)
------------ ----------- -----------
See notes to consolidated financial statements.
F-7
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
Year Ended December 31,
-------------------------------------------
2001 2000 1999
----------- ------------ -----------
Cash flows from financing activities:
Repurchase of common stock ........................ -- (807,805) --
Loan repayments ................................... 29,000 104,000 128,804
Proceeds from exercise of
stock options .................................... 1,328,129 962,516 662,821
Dividends paid to common
shareholders ..................................... (1,606,851) (1,580,858) (1,041,185)
------------ ------------ ------------
Net Cash Used in Financing Activities ......... (249,722) (1,322,147) (249,560)
------------ ------------ ------------
Net Increase in Cash and Cash Equivalents .............. 6,691,541 31,204,404 16,458,944
Cash and Cash Equivalents
- beginning of year .................................. 62,587,033 31,382,629 14,923,685
------------ ------------ ------------
Cash and Cash Equivalents
- end of year ........................................ $ 69,278,574 $ 62,587,033 $ 31,382,629
============ ============ ============
Changes in operating assets and liabilities consist of:
(Increase) decrease in accounts
receivable ....................................... $ 15,351,628 $ (6,377,235) $ (1,742,976)
(Increase) decrease in inventories ................ 1,863,260 (6,048,952) (2,363,091)
(Increase) decrease in prepaid
expenses and other
current assets ................................... 73,287 (87,300) (109,755)
(Increase) in prepaid taxes ....................... (826,859) -- --
Decrease in other assets .......................... 29,409 54,123 76,778
Increase (decrease) in
accounts payable ................................. (8,446,636) 8,662,384 (609,925)
(Decrease) increase in
accrued expenses ................................. (643,355) 3,096,884 (1,391,342)
Increase (decrease) in
income taxes payable ............................. -- (241,850) 231,603
------------ ------------ ------------
$ 7,400,734 $ (941,946) $ (5,908,708)
============ ============ ============
See notes to consolidated financial statements.
F-8
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONCLUDED)
Year Ended December 31,
-------------------------------------
2001 2000 1999
---------- ----------- -----------
Supplementary information:
Cash paid during the year for:
Income taxes ......................... $2,421,000 $3,183,000 $1,598,000
========== ========== ==========
Details of acquisition:
Fair value of assets
acquired (excluding cash of $341,954) $ 267,789
Intangibles .......................... 5,675,257
----------
Cash paid for acquisition ............... $5,943,046
==========
See notes to consolidated financial statements.
F-9
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Bel Fuse Inc. and its subsidiaries (the "Company") operate in one industry
segment and are engaged in the design, manufacture and sale of products used in
local area networking, telecommunication, business equipment and consumer
electronic applications. Operations are managed on a geographic basis. Sales are
predominantly in North America, Western Europe and the Far East.
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries. All intercompany
transactions and balances have been eliminated.
USE OF ESTIMATES - The preparation of the financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
CASH EQUIVALENTS - Cash equivalents include short-term investments in U.S.
treasury bills and commercial paper with an original maturity of three months or
less when purchased. At December 31, 2001 and 2000, cash equivalents approximate
$50,588,000 and $53,128,000, respectively.
MARKETABLE SECURITIES - The Company classifies its investments in equity
securities as "available for sale", and accordingly, reflects unrealized gains
and losses, net of deferred income taxes, as cumulative other comprehensive
income.
The fair values of marketable securities are estimated based on quoted
market prices. Realized gains or losses from the sales of marketable securities
are based on the specific identification method.
F-10
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
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
primarily to 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, by policy, limits the amount of credit exposure with any one
financial instrument.
INVENTORIES - Inventories are stated at the lower of weighted average cost
or market.
REVENUE RECOGNITION - Revenue is recognized when products are shipped and
title passes to customers.
AMORTIZATION OF INTANGIBLES - Goodwill represents the excess of purchase
price and related costs over the value assigned to the net tangible assets
acquired in a business acquisition. Goodwill and other intangible assets are
amortized on a straight-line basis over 4 to 15 years. Amortization expense was
$2,263,000 in 2001, $1,506,000 in 2000, and $1,518,000 in 1999.
Subsequent to January 1, 2002, the Company will evaluate the recoverability
of goodwill by estimating the future discounted cash flows of the reporting
units to which the goodwill relates. This evaluation will be made whenever
events or changes in circumstances indicate the carrying amount may not be fully
recoverable. Estimated cash flows will be determined by disaggregating the
Company's business segments into operational and organizational levels for which
meaningful identifiable cash flows can be determined. When estimated future
discounted cash flows are less than the carrying amount of the reporting unit,
impairment loss will be charged to operations.
F-11
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
In determining the estimated future cash flows, the Company will consider
current and projected future levels of income as well as business trends,
prospects, and market and economic conditions. Prior to December 31, 2001, the
assessment of recoverability and measurement of impairment was based on
undiscounted cash flows.
DEPRECIATION - Property, plant and equipment are stated at cost less
accumulated depreciation and amortization. Depreciation and amortization are
calculated primarily using the declining-balance method for machinery and
equipment and the straight-line method for buildings and improvements over their
estimated useful lives.
INCOME TAXES - The Company accounts for income taxes using an asset and
liability approach under which deferred income taxes are recognized by applying
enacted tax rates applicable to future years to the differences between the
financial statement carrying amounts and the tax bases of reported assets and
liabilities.
Except for a portion of foreign earnings, an income tax provision has not
been recorded for U.S. federal income taxes on the undistributed earnings of
foreign subsidiaries as such earnings are intended to be permanently reinvested
in those operations. Such earnings would become taxable upon the sale or
liquidation of these foreign subsidiaries or upon the repatriation of dividends.
The principal items giving rise to deferred taxes are the use of
accelerated depreciation methods for plant and equipment, the assumed
repatriation of a portion of foreign earnings and certain expenses which have
been deducted for financial reporting purposes which are not currently
deductible for income tax purposes and the future tax benefit of certain foreign
net operating loss carryforward.
STOCK - BASED COMPENSATION - The Company accounts for employee stock
options in accordance with the provisions of Accounting Principles Board Opinion
No. 25 "Accounting for Stock Issued to Employees". Accordingly, stock options
granted to employees are recorded using the intrinsic value method. The Company
has adopted the disclosure-only provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-based Compensation." The standard
encourages, but does not require, companies to recognize compensation expense
for grants of stock, stock options and other equity instruments to employees
based on fair value.
F-12
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
On July 6, 2001 the Chairman of the Board passed away. The Board of
Directors unanimously agreed to modify the terms of certain options held by the
late Chairman's Estate. This resulted in a compensation charge of $533,000 for
the year ended December 31, 2001.
EVALUATION OF LONG-LIVED ASSETS - Long-lived assets are assessed for
recoverability on an on-going basis. In evaluating the fair value and future
benefits of long-lived assets, their carrying value would be reduced by the
excess, if any, of the long-lived asset over management's estimate of the
anticipated undiscounted future net cash flows of the related long-lived asset.
As of December 31, 2001, the Company wrote-off property and equipment with a net
book value of approximately $3,950,000.
EARNINGS (LOSS) PER COMMON SHARE - Basic earnings (loss) per common share
are computed by dividing net earnings (loss) by the weighted average number of
common shares outstanding during the year. Diluted earnings per common share are
computed by dividing net earnings by the weighted average number of common
shares and potential common shares outstanding during the year. Potential common
shares used in computing diluted earnings per share relate to stock options and
warrants which, if exercised, would have a dilutive effect on earnings per
share. The number of potential common shares outstanding were 218,212, 370,624,
and 300,815 for the years ended December 31, 2001, 2000 and 1999, respectively.
During the year ended December 31, 2001 potential common shares outstanding were
omitted from the calculation of loss per share as the effect would be
antidilutive. During the two years ended December 31, 2000, there were no
antidilutive options and warrants omitted from the calculation of diluted
earnings per share.
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.
NEW FINANCIAL ACCOUNTING STANDARDS - Statement of Financial Accounting
Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging
Activities, is effective for all fiscal years beginning after June 15, 2000.
SFAS 133, as amended, establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. Under SFAS 133, certain contracts
that were not formerly considered derivatives may now meet the definition of a
derivative. The Company adopted SFAS 133 effective January 1, 2001. The adoption
of SFAS 133 has not had a significant impact on the consolidated financial
position, results of operations, or cash flows of the Company.
F-13
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On June 29, 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and
Intangible Assets". Major provisions of these Statements are as follows: all
business combinations initiated after June 30, 2001 must use the purchase method
of accounting; the pooling of interest method of accounting is prohibited;
goodwill and intangible assets with indefinite lives are not amortized but are
tested for impairment annually, except in certain circumstances, and whenever
there is an impairment indicator; all acquired goodwill must be assigned to
reporting units for purposes of impairment testing; effective January 1, 2002,
goodwill will no longer be subject to amortization. The Company tested for
impairment of goodwill as of January 1, 2002 using an independent appraiser
which resulted in no impairment of goodwill under FASB 142. The Company will
discontinue the amortization of goodwill effective January 1, 2002. This will
result in a reduction of amortization expense of approximately $860,000 during
2002.
In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations". SFAS No. 143 addresses financial accounting and reporting for
obligations and costs associated with the retirement of tangible long-lived
assets. The Company is required to implement SFAS No. 143 on January 1, 2003,
and has not yet determined the impact that this statement will have on its
results of operations or financial position.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-lived Assets", effective for fiscal years
beginning after December 15, 2001. Under SFAS No. 144 assets held for sale will
be included in discontinued operations if the operations and cash flows will be
or have been eliminated from the ongoing operations of the entity and the entity
will not have any significant continuing involvement in the operations of the
component. The Company is planning to adopt SFAS No. 144 in its year beginning
January 1, 2002. The Company believes the adoption of SFAS No. 144 will not have
a material impact on the Company's results of operations or financial position.
2. ACQUISITION
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 $6,285,000 in cash (including acquisition
expenses). The Company will be required to make contingent purchase price
payments of up to approximately $7.6 million should the acquired companies reach
various sales levels. The transactions were accounted for using the purchase
method of accounting and, accordingly, the results of operations of Current
Concepts and E-Power have been included in the Company's consolidated financial
statements since the date of acquisition. Purchase price allocations were based
on independent formal appraisals. The excess of the purchase price over net
assets acquired and other intangible assets is approximately $5.7 million and is
being amortized on a straight-line basis over a period
F-14
of 4 to 15 years. The Company will discontinue the amortization of goodwill
effective January 1, 2002 and will measure the impairment of goodwill in
accordance with SFAS No. 141. The following unaudited pro forma summary results
of operations assumes that both Current Concepts and E-Power had been acquired
as of January 1, 2000:
Year Ended
December 31,
---------------------------------
2001 2000
-------- ---------
(Dollars in thousands
except per share data)
Sales ............................... $ 96,133 $ 145,929
Net income (loss) ................... (13,321) 31,173
Earnings (loss) per share-diluted ... $ (1.24) $ 2.85
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, 2000, nor should such information be construed as being a
representation of the future results of operations of the Company.
3. MARKETABLE SECURITIES
At December 31, 2001 and 2000 respectively, marketable securities have a
cost of approximately $2,396,000 and $186,000, an estimated fair value of
approximately $2,343,000 and $231,000, gross unrealized (loss) gain of
approximately $(53,000) and $(513,000) and realized gain of approximately
$1,081,000 during 2000. The realized gain in 2000 is included in other income
- - net.
4. INVENTORIES
Inventories consist of the following:
December 31,
--------------------------------
2001 2000
----------- -----------
Raw materials ............................. $ 9,289,702 $16,486,878
Work in process ........................... 67,638 91,095
Finished goods ............................ 4,513,482 13,681,633
----------- -----------
$13,870,822 $30,259,606
=========== ===========
F-15
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
December 31,
--------------------------------
2001 2000
----------- -----------
Land ........................................ $ 1,660,466 $ 1,164,436
Buildings and improvements .................. 16,931,722 16,027,254
Machinery and equipment ..................... 54,586,642 57,654,254
Idle property held for sale ................. 250,000 935,000
----------- -----------
73,428,830 75,780,944
Less accumulated depreciation ............... 37,074,879 36,042,880
----------- -----------
$36,353,951 $39,738,064
=========== ===========
Depreciation expense for the years ended December 31, 2001, 2000, and 1999
was $5,521,000, $4,425,000, and $4,585,000, respectively.
F-16
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. INCOME TAXES
The provision (benefit) for income taxes consists of the following:
Years Ended December 31,
--------------------------------------------------
2001 2000 1999
---------- ---------- ----------
Current:
Federal ............... $1,674,000 $1,758,000 $ 907,000
Foreign ............... 244,000 1,367,000 729,000
State ................. 127,000 251,000 165,000
---------- ---------- ----------
2,045,000 3,376,000 1,801,000
---------- ---------- ----------
Deferred:
Federal ............... (1,616,000) 1,806,000 1,691,000
Foreign ............... (976,000) (23,000) (57,000)
---------- ---------- ----------
(2,592,000) 1,783,000 1,634,000
---------- ---------- ----------
$ (547,000) $5,159,000 $3,435,000
========== ========== ==========
A reconciliation of taxes on income computed at the federal statutory rate to
amounts provided is as follows:
Years Ended December 31,
--------------------------------------------
2001 2000 1999
----------- ----------- -----------
Tax provision (benefit)
computed at the Federal
statutory rate of 34% ........ $(4,321,000) $12,708,000 $ 8,407,000
Increase (decrease) in
taxes resulting from:
Lower tax rates applicable
to foreign operations ... 3,155,000 (7,376,000) (4,924,000)
Repatriation of foreign
passive income .............. 543,000 -- --
State taxes, net of federal
benefit ..................... 84,000 166,000 109,000
Other, net ..................... (8,000) (339,000) (157,000)
----------- ----------- -----------
$ (547,000) $ 5,159,000 $ 3,435,000
=========== =========== ===========
F-17
6. INCOME TAXES (continued)
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,
----------------------------------------------------------------------
2001 2000
------------------------------- ------------------------------
Temporary Temporary
Difference Tax Effect Difference Tax Effect
----------- ----------- ----------- ----------
Deferred Liabilities-
non-current
Depreciation and
amortization .............. $10,917,000 $ 739,000 $11,334,000 $ 872,000
Unremitted earnings of
foreign subsidiaries
not permanently
reinvested ................ 20,180,000 6,054,000 20,430,000 6,129,000
Foreign net operating
loss carryforward ........... (8,000,000) (696,000) -- --
Provisions for which no
current benefit is
expected .................... (3,913,000) (1,565,000) -- --
----------- ----------- ----------- ----------
$19,184,000 $ 4,532,000 $31,764,000 $7,001,000
=========== =========== =========== ==========
Deferred Assets
(Liabilities)-current
Unrealized
appreciation (depreciation)
in marketable
securities ................ $ 50,000 $ 20,000 $ (45,000) $ (18,000)
Other temporary
differences ............... 1,943,000 797,000 1,635,000 672,000
----------- ----------- ----------- ----------
$ 1,993,000 $ 817,000 $ 1,590,000 $ 654,000
=========== =========== =========== ==========
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.
The Company has foreign net operating loss carry-forwards which expire
during the years ended 2004 through 2006.
F-18
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. INCOME TAXES (continued)
It is management's intention to permanently reinvest the majority of the
earnings of foreign subsidiaries in the expansion of its foreign operations.
$1,810,000 of earnings were repatriated during 2001. No earnings were
repatriated during 2000, or 1999. Unrepatriated earnings, upon which U.S. income
taxes have not been accrued, approximate $90.0 million at December 31, 2001.
Estimated income taxes related to unrepatriated foreign earnings would
approximate $27.0 million. Management has identified approximately $20.2 million
of foreign earnings that may not be permanently reinvested. Deferred income
taxes in the amount of approximately $6.1 million have been provided on such
earnings ($(.1) million during 2001 $2.1 million during 2000 and $4.1 million
during 1999 and prior years).
7. SEGMENTS - GEOGRAPHIC AREAS
The Company does not have reportable operating segments as defined in
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information". Operations are managed on a
geographic basis. The method for attributing revenues to individual countries is
based on the destination to which finished goods are shipped. The Company
operates facilities in the United States, Europe and the Far East.
The Company had sales to individual customers in excess of ten percent of
consolidated net sales as follows: The amount and percentages of the Company's
sales were $20,707,000 (14.3%), $17,622,000 (12.1%) and $15,483,000 (10.2%) in
2000 and $24,066,000 (20.1%), $21,118,000 (17.7%) and $12,733,000 (10.7%) in
1999, respectively. No customers represented in excess of ten percent of
consolidated sales in 2001. The loss of any of these customers could have a
material adverse effect on the Company's results of operations, financial
position and cash flows.
F-19
2001 2000 1999
------------- ------------- -------------
Revenue from unrelated
entities and country
of Company's domicile:
North America ........ $ 47,257,490 $ 84,389,919 $ 69,603,111
Asia/Pacific ......... 22,895,848 30,021,853 23,675,905
Hong Kong ............ 13,906,574 14,292,061 7,622,297
United Kingdom ....... 1,296,138 2,211,792 347,745
Europe ............... 10,354,125 13,903,454 17,835,412
Other ................ 334,642 407,732 379,180
------------- ------------- -------------
$ 96,044,817 $ 145,226,811 $ 119,463,650
============= ============= =============
Total Revenues:
United States ........ $ 46,989,911 $ 84,875,000 $ 72,048,046
Asia ................. 75,523,422 121,230,526 104,083,997
Less intergeographic
revenues ........... (26,468,516) (60,878,715) (56,668,393)
------------- ------------- -------------
$ 96,044,817 $ 145,226,811 $ 119,463,650
============= ============= =============
Income (loss) from Operations:
United States ........ $ (1,877,751) $ 3,735,292 $ 2,299,951
Asia ................. (13,241,713) 29,728,822 21,548,845
------------- ------------- -------------
$ (15,119,464) $ 33,464,114 $ 23,848,796
============= ============= =============
Identifiable Assets:
United States ........ $ 47,116,502 $ 49,925,968 $ 51,770,893
Asia ................. 112,651,502 123,634,713 87,826,707
Less intergeographic
eliminations ....... (12,251,482) (4,047,276) (14,459,318)
------------- ------------- -------------
Total Identifiable Assets .... $ 147,516,522 $ 169,513,405 $ 125,138,282
============= ============= =============
Capital Expenditures:
United States ........ $ 1,583,417 $ 2,337,330 $ 1,334,885
Asia ................. 4,392,024 5,790,265 3,937,245
------------- ------------- -------------
$ 5,975,441 $ 8,127,595 $ 5,272,130
============= ============= =============
Depreciation and Amortization
expense:
United States ........ $ 1,477,180 $ 1,262,419 $ 1,208,414
Asia ................. 6,307,397 4,669,336 4,892,354
------------- ------------- -------------
$ 7,784,577 $ 5,931,755 $ 6,100,768
============= ============= =============
F-20
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. OPERATIONS IN GEOGRAPHIC AREAS, FOREIGN OPERATIONS AND EXPORT SALES
(Continued)
Transfers between geographic areas include raw materials manufactured in
the United States which are shipped to foreign countries to be manufactured into
finished products and finished products manufactured in foreign countries and
transferred to the United States 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 48% 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, Indiana, Texas, Massachusetts, Hong Kong and China. Research and
development costs, which are expensed as incurred, amounted to $4,967,000 in
2001, $6,229,000 in 2000, and $5,932,000 in 1999. The Company plans to close its
Indiana and Texas facilities by the end of the third quarter of 2002 and
relocate them in California. The Company is currently looking for property to
purchase in San Diego, California where its research and development facility
will be located.
8. RETIREMENT FUND AND PROFIT SHARING PLAN
The Company maintains a domestic profit sharing plan and a contributory
stock ownership and savings 401(K) plan, which combines stock ownership and
individual voluntary savings provisions to provide retirement benefits for plan
participants. The plan provides for participants to voluntarily contribute a
portion of their compensation, subject to certain legal maximums. The Company
will match, based on a sliding scale, up to $350 for the first $600 contributed
by each participant. Matching contributions plus additional discretionary
contributions will be made with Company stock purchased in the open market. The
expense for the years ended December 31, 2001, 2000, and 1999 amounted to
approximately $216,000, $261,000, and $281,000, respectively. As of December 31,
2001, the plans owned 30,346 and 132,946 shares of Bel Fuse Inc. Class A and
Class B common stock, respectively.
F-21
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. RETIREMENT FUND AND PROFIT SHARING PLAN (Continued)
The Company's Far East subsidiaries have a retirement fund covering
substantially all of their Hong Kong based full-time employees. Eligible
employees contribute up to 5% of salary to the fund. In addition, the Company
may contribute an amount equal to a percentage of eligible salary, as determined
by the Company, in cash or Company stock. The expense for the years ended
December 31, 2001, 2000, and 1999 amounted to approximately $665,000, $518,000,
and $511,000, respectively. As of December 31, 2001, the plan owned 4,820 and
22,406 shares of Bel Fuse Inc. Class A and Class B common stock, respectively.
9. 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 shares. Substantially all options
outstanding become exercisable twenty-five percent (25%) one year from the date
of grant and twenty-five percent (25%) for each year of the three years
thereafter. The price of the options granted pursuant to the Plan is not to be
less than 100 percent of the fair market value of the shares on the date of
grant. An option may not be exercised within one year from the date of grant,
and in general, no option will be exercisable after five years from the date
granted. The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-based
Compensation" (SFAS No. 123). Accordingly, no compensation cost has been
recognized for the stock options awarded. Had compensation cost for the
Company's stock option plan been determined based on the fair value at the grant
date for awards in 2001, 2000 and 1999 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:
F-22
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. STOCK OPTION PLAN (Continued)
December 31,
--------------------------------------------------
2001 2000 1999
------------ ----------- -----------
Net earnings (loss) - as reported .. $(12,161,972) $32,217,461 $21,291,833
Net earnings (loss) - pro forma .... $(14,416,817) $30,576,995 $20,373,438
Earnings (loss) per share -
basic - as reported ............. $ (1.13) $ 3.04 $ 2.03
Earnings (loss) per share -
basic - pro forma ............... $ (1.35) $ 2.89 $ 1.95
Earnings (loss) per share -
diluted - as reported ............ $ (1.13) $ 2.94 $ 1.98
Earnings (loss) per share -
diluted - pro forma .............. $ (1.35) $ 2.79 $ 1.89
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 2001, 2000 and 1999, respectively: dividends
yield of .7%, .8% and .8%; expected volatility of 76% in 2000 for Class A, and
41%, 85% and 82% for Class B; risk-free interest rate of 5%, 5% and 5%, and
expected lives of 5 years.
F-23
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. STOCK OPTION PLAN (Continued)
Information regarding the Company's Plan for 2001, 2000, and 1999 is as
follows after giving retroactive effect to a two for one stock split on December
1, 1999:
2001 2000 1999
------------------------------ --------------------------------- ---------------------------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
--------------- ---------- --------------- --------- -------------- ---------
Options out-
standing, begin-
ning of year .......... 822,429 $13.07 568,137 $ 9.03 523,400 $ 6.07
Options exercised ....... (129,143) $10.27 (121,708) $ 7.91 (129,263) $ 5.13
Options granted ......... 213,100 $29.50 376,000 $17.34 174,000 $15.40
Options cancelled ....... (28,271) $14.05 -- $ -- -- $ --
------- ------- -------
Options out-
standing, end
of year ............... 878,115 $17.44 822,429 $13.07 568,137 $ 9.03
======= ======= =======
Options price
range at end
of year ............... $5.75 to $29.50 $5.75 to $19.00 $5.75 to $15.44
Options price
range for
exercised
shares ................ $5.75 to $17.00 $5.75 to $15.44 $3.25 to $7.00
Options available
for grant at end
of year ............... 152,000 337,000 713,000
Weighted-
average fair
value of options,
granted during
the year .............. $ 12.16 $ 9.28 $ 9.61
F-24
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. STOCK OPTION PLAN (continued)
The following table summarizes information about fixed-price stock options
outstanding at December 31, 2001:
Weighted-
Number Out- Average Weighted Number Weighted-
Range of standing at Remaining Average Exercisable at Average
Exercise December 31, Contractual Exercise December 31, Exercise
Prices 2001 Life Price 2001 Price
- ---------------- ------------ ----------- -------- -------------- ---------
$ 5.75 to $ 7.00 ........ 208,515 1 year $ 6.26 165,264 $ 6.33
$15.38 to $15.44 ........ 105,000 2 years $15.41 23,000 $15.42
$17.00 to $19.00 ........ 351,500 3 years $17.37 111,500 $17.79
$29.50 ............. 213,100 4 years $29.50 -- $ --
------- -------
878,115 299,764
======= =======
10. COMMON STOCK
On November 5, 1999 the Board of Directors declared a two for one stock
split to be paid in the form of a special dividend of one share of Class B
common stock for each share of Class A and Class B outstanding. The special
stock dividend was payable on December 1, 1999 to all Class A and Class B
shareholders of record on November 22, 1999. The Board also approved an
amendment to the Company's certificate of incorporation increasing the number of
authorized shares of Class B common stock from 10,000,000 shares to 30,000,000
shares.
During 2000 the Board of Directors of the Company authorized the purchase
of up to ten percent (10%) of the Company's outstanding common shares. As of
December 31, 2001 the Company 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.
11. 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-25
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Future minimum lease payments for operating leases are approximately as
follows:
Years Ending
December 31,
--------------
2002 ..................... $ 502,000
2003 ..................... 382,000
2004 ..................... 209,000
2005 ..................... 141,000
2006 ..................... 75,000
----------
$1,309,000
==========
Rental expense was approximately $830,000, $670,000, and $600,000, for the
years ended December 31, 2001, 2000, and 1999, respectively.
Credit Facilities
The Company has two domestic unsecured lines of credit amounting to $11
million which were unused at December 31, 2001. The $1 million line of credit is
renewable annually. The $10 million line of credit is a three year line and is
renewable during May 2002. Borrowings under the $11 million line of credit are
secured by a first priority security interest in and a lien on all personal
property of Bel Fuse Inc. and its domestic subsidiaries.
The Company's Hong Kong subsidiary has an unsecured line of credit of
approximately $2 million which was unused as of December 31, 2001. The line of
credit expires December 31, 2002. Borrowing on the line of credit is guaranteed
by the U.S. parent.
Facilities
The Company has completed the construction of new corporate offices in
Jersey City, New Jersey in the amount of $2.8 million. As of December 31, 2001,
there are no outstanding liabilities in connection with this project.
F-26
Legal Proceedings
The Company commenced an arbitration proceeding before the American
Arbitration Association against Lucent Technologies, Inc. in or about December
2000. The arbitration arises out of an Agreement for the Purchase and Sale of
Assets, dated October 2, 1998 (the "Asset Purchase Agreement"), among Bel Fuse,
Lucent Technologies, Inc. and Lucent Technologies Maquiladores, Inc., and a
related Global Procurement Agreement, dated October 2, 1998 (the "Supply
Agreement"), between Lucent Technologies, Inc., as Buyer, and Bel Fuse, as
Supplier. Pursuant to the Asset Purchase Agreement, the Company purchased
substantially all of the assets of Lucent's signal transformer business.
Pursuant to the Supply Agreement, Lucent agreed that except for limited
instances where Lucent was obligated to purchase product elsewhere, for a term
of 3 1/2 years, Lucent would be obligated, on an as required basis, to purchase
from the Company all of Lucent's requirements for signal transformer products.
The Supply Agreement also provided that the Company would be given the
opportunity to furnish quotations for the sale of other products.
The Company is seeking monetary damages for alleged breaches by Lucent of
the Asset Purchase Agreement and the Supply Agreement. In its answer, Lucent
denied many of the material allegations made by the Company and also asserted
two counterclaims. The counterclaims seek recovery for alleged losses, including
loss of revenue, sustained by Lucent as a result of the Company's alleged breach
of various provisions of the Supply Agreement. The parties are currently engaged
in extensive discovery proceedings. The Company believes it has substantial and
meritorious claims against and defenses to Lucent and its counterclaims.
However, the Company cannot predict how the arbitrator will decide this matter
and whether it will have a material effect on the financial statements.
F-27
SELECTED QUARTERLY FINANCIAL DATA
(Unaudited)
Quarter Ended Total Year
----------------------------------------------------------------------- Ended
March 31, June 30, September 30, December 31, December 31,
2001 2001 2001 2001 (2) 2001
----------- ------------ ----------- ----------- ------------
Net sales ......... $33,703,785 $ 22,076,118 $23,291,790 $16,973,124 $ 96,044,817
Gross profit (loss) 13,432,220 (7,310,879) 4,350,224 (4,030,075) 6,441,490
Net earnings (loss) 7,576,682 (11,110,114) (400,294) (8,228,246) (12,161,972)
Earnings (loss)
per share
- basic (1) ..... $ 0.71 $ (1.04) $ (0.04) $ (0.77) $ (1.14)
Earnings (loss)
per share -
diluted (1) ..... $ 0.68 $ (1.04) $ (0.04) $ (0.77) $ (1.17)
Quarter Ended Total Year
----------------------------------------------------------------------- Ended
March 31, June 30, September 30, December 31, December 31,
2000 2000 2000 2000 2000
----------- ----------- ----------- ----------- ------------
Net sales ......... $26,133,179 $33,721,946 $41,560,409 $43,811,277 $145,226,811
Gross profit ...... 9,428,734 12,778,998 16,815,062 17,725,472 56,748,266
Net earnings........ 4,471,801 6,559,484 10,184,167 11,002,009 32,217,461
Earnings
per share
- basic ......... $ 0.42 $ 0.62 $ 0.96 $ 1.04 $ 3.04
Earnings
per share -
diluted ......... $ 0.41 $ 0.60 $ 0.92 $ 0.98 $ 2.91
(1) Quarterly amounts of earnings per share may not agree to the total for the
year due to the use of potential common shares outstanding in computing
diluted earnings per common share during the first quarter of 2001 and
omitting potential common shares outstanding in computing loss per common
share for the year ended 2001, as those shares would be antidilutive.
(2) During the fourth quarter of 2001, management concluded that $700,000 of
accruals, recorded in the fourth quarter of 2000, were no longer required.
Such accruals, which related to its Far East operations, were reversed in
the fourth quarter of 2001.
F-28
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS OF THE REGISTRANT
The Registrant incorporates by reference herein information to be set forth
in its definitive proxy statement for its 2002 annual meeting of shareholders
that is responsive to the information required with respect to this Item.
Item 11. EXECUTIVE COMPENSATION
The Registrant incorporates by reference herein information to be set forth
in its definitive proxy statement for its 2002 annual meeting of shareholders
that is responsive to the information required with respect to this Item.
Item 12. SECURITY OWNERSHIP OF CENTRAL BENEFICIAL OWNERS AND MANAGEMENT
The Registrant incorporates by reference herein information to be set forth
in its definitive proxy statement for its 2002 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 2002 annual meeting of shareholders
that is responsive to the information required with respect to this Item.
-19-
PART IV
Item 14. 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,
2001 and 2000 F-2 - F-3
Consolidated Statements of Operations for Each
of the Three Years in the Period Ended
December 31, 2001 F-4
Consolidated Statements of Stockholders' Equity
for Each of the Three Years in the Period
Ended December 31, 2001 F-5 - F-6
Consolidated Statements of Cash Flows for Each
of the Three Years in the Period Ended
December 31, 2001 F-7 - F-9
Notes to Consolidated Financial Statements F-10 - F-27
Selected Quarterly Financial Data - Years Ended
December 31, 2001 and 2000 (Unaudited) F-28
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 financial statements or notes thereto.
(b) Reports on Form 8-K
The Company did not file any current reports on Form 8-K
during the three month period ended December 31, 2001.
(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.
-20-
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K (continued)
Exhibit No.:
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. 33-53462) filed with the Securities and Exchange Commission
on October 20, 1992.
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.
-21-
Item 14. 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.
-22-
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
/s/ COLIN DUNN
-----------------------------------------
Colin Dunn, Vice President of Finance and
Chief Financial Officer
Dated: March 28, 2002
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 28, 2002
- ------------------------- Executive Officer and
Daniel Bernstein Director
/s/ HOWARD B. BERNSTEIN Director March 28, 2002
- -------------------------
Howard B. Bernstein
23
/s/ ROBERT H. SIMANDL Director March 28, 2002
- -------------------------
Robert H. Simandl
/s/ PETER GILBERT Director March 28, 2002
- -------------------------
Peter Gilbert
/s/ JOHN TWEEDY Director March 28, 2002
- -------------------------
John Tweedy
/s/ JOHN JOHNSON Director March 28, 2002
- -------------------------
John Johnson
-24-