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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ............. to ............
Commission file number: 0-11676
BEL FUSE INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-1463699
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
206 Van Vorst Street
Jersey City, New Jersey 07302
----------------------------------------
(Address of principal executive offices)
(Zip Code)
(201) 432-0463
---------------------------------------------------
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
At November 1, 2002, there were 2,676,225 shares of Class A Common Stock,
$.10 par value, outstanding and 8,254,992 shares of Class B Common Stock, $.10
par value, outstanding.
BEL FUSE INC.
INDEX
Page
Number
--------
Part I. Financial Information
Item 1. Financial Statements ............................ 1
Consolidated Balance Sheets as of
September 30, 2002 (unaudited) and
December 31, 2001 ............................... 2 - 3
Consolidated Statements of
Operations for the Three and Nine Months
Ended September 30, 2002
and 2001 (unaudited) ............................ 4
Consolidated Statements of Stockholders'
Equity for the Year Ended December 31,
2001 and the Nine Months Ended
September 30, 2002 (unaudited) .................. 5
Consolidated Statements of
Cash Flows for the Nine
Months Ended September 30,
2002 and 2001 (unaudited) ........................ 6 -7
Notes to Consolidated Financial
Statements (unaudited) ........................... 8 - 11
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations .................................... 12 - 21
Item 3. Quantitative and Qualitative
Disclosures About Market Risk .................... 21
Item 4. Controls and Procedures .......................... 22
Part II. Other Information
Item 1. Legal Proceedings ......................................... 22
Item 6. Exhibits and Reports on Form 8-K .......................... 22
Signatures ............................................................ 23
PART I. Financial Information
Item 1. Financial Statements
Certain information and footnote disclosures required under accounting
principles generally accepted in the United States of America have been
condensed or omitted from the following consolidated financial statements
pursuant to the rules and regulations of the Securities and Exchange Commission.
It is suggested that the following consolidated financial statements be read in
conjunction with the year-end consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001.
The results of operations for the three and nine month periods ended
September 30, 2002 and 2001 are not necessarily indicative of the results for
the entire fiscal year or for any other period.
-1-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, December 31,
2002 2001
------------ ------------
(Unaudited)
Current Assets:
Cash and cash equivalents ...................... $ 62,410,815 $ 69,278,574
Marketable securities .......................... 5,432,862 2,342,663
Accounts receivable, less allowance for
doubtful accounts of $945,000 and $945,000.... 17,007,961 9,814,914
Inventories .................................... 13,800,764 13,870,822
Prepaid expenses and other current assets ...... 430,580 269,275
Refundable income taxes ........................ 772,293 826,859
Deferred income taxes .......................... 774,000 817,000
------------ ------------
Total Current Assets ........................... 100,629,275 97,220,107
------------ ------------
Property, plant and equipment - net .............. 37,286,573 36,353,951
Goodwill and intangible assets-net of
amortization of $6,522,478 and $5,811,188 ...... 12,976,480 13,653,521
Other assets ..................................... 749,555 288,943
------------ ------------
TOTAL ASSETS ..................................... $151,641,883 $147,516,522
============ ============
See notes to consolidated financial statements.
-2-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
2002 2001
------------ ------------
(Unaudited)
Current Liabilities:
Accounts payable .......................... $ 5,437,993 $ 4,624,185
Accrued expenses .......................... 9,068,228 8,492,425
Dividends payable ......................... 411,000 405,000
------------ ------------
Total Current Liabilities ................. 14,917,221 13,521,610
Deferred income taxes ....................... 5,065,000 4,532,000
------------ ------------
Total Liabilities ......................... 19,982,221 18,053,610
------------ ------------
Stockholders' Equity:
Preferred stock, no par value --
authorized 1,000,000 shares;
none issued ............................. -- --
Class A common stock, par value
$.10 per share - authorized
10,000,000 shares; outstanding
2,676,225 and 2,664,637 shares
(net of 1,072,770 treasury shares) ...... 267,623 266,464
Class B common stock, par value
$.10 per share - authorized
30,000,000 shares; outstanding
8,254,992 and 8,105,117 shares
(net of 3,218,310 treasury shares) ...... 825,500 810,512
Additional paid-in capital ................ 13,914,274 11,674,768
Retained earnings ......................... 116,685,505 116,699,114
Cumulative other comprehensive
income (loss) ........................... (33,240) 12,054
------------ ------------
Total Stockholders' Equity .................. 131,659,662 129,462,912
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY ...................................... $151,641,883 $147,516,522
============ ============
See notes to consolidated financial statements.
-3-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Nine Months Ended Three Months Ended
September 30, September 30,
-------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Sales ..................................... $68,641,920 $79,071,693 $27,401,089 $23,291,790
----------- ----------- ----------- -----------
Costs and Expenses:
Cost of sales ........................ 54,053,572 68,600,128 21,146,894 18,941,566
Selling, general and
administrative expenses ............. 12,797,301 16,065,359 4,259,888 4,946,104
----------- ----------- ----------- -----------
66,850,873 84,665,487 25,406,782 23,887,670
----------- ----------- ----------- -----------
Income (loss) from operations ............. 1,791,047 (5,593,794) 1,994,307 (595,880)
Other income - net ........................ 767,417 2,040,068 232,853 520,586
----------- ----------- ----------- -----------
Earnings (loss) before income tax
provision ................................ 2,558,464 (3,553,726) 2,227,160 (75,294)
Income tax provision ...................... 1,340,000 380,000 481,000 325,000
----------- ----------- ----------- -----------
Net earnings (loss) ....................... $ 1,218,464 $(3,933,726) $ 1,746,160 $ (400,294)
----------- ----------- ----------- -----------
Basic earnings (loss) per common share .... $ 0.11 $ (0.37) $ 0.16 $ (0.04)
----------- ----------- ----------- -----------
Diluted earnings (loss) per common share .. $ 0.11 $ (0.37) $ 0.16 $ (0.04)
----------- ----------- ----------- -----------
Weighted average number of
common shares outstanding-basic .......... 10,898,614 10,702,469 10,928,978 10,738,709
----------- ----------- ----------- -----------
Weighted average number of
common shares outstanding and
potential common shares - diluted ........ 11,097,846 10,702,469 11,116,041 10,738,709
----------- ----------- ----------- -----------
See notes to consolidated financial statements.
-4-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
Cumulative
Other
Compre- Compre- Class A Class B Additional
hensive Retained hensive Common Common Paid-In
Total Income (loss) Earnings Income Stock Stock Capital
------------ ------------- ------------ --------- ---------- --------- -----------
Balance, January 1, 2001 ......... $141,016,080 $130,470,576 $61,889 $ 264,683 $799,379 $9,419,553
Exercise of stock
options ........................ 1,328,129 1,781 11,133 1,315,215
Tax benefits arising
from the 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
Exercise of stock options ........ 1,800,653 1,159 14,988 1,784,506
Tax benefit arising from the
non-qualified disposition of
incentive stock options ........ 455,000 455,000
Cash dividends on Class B
common stock ................... (1,232,073) (1,232,073)
Currency translation adjustment .. (9,294) $ (9,294) (9,294)
Decrease in marketable securities-
net of taxes .................. (36,000) (36,000) (36,000)
Net income ....................... 1,218,464 1,218,464 1,218,464
------------
Comprehensive income ....... $ 1,173,170
============
------------ ------------ -------- ---------- -------- -----------
Balance, September 30, 2002 ...... $131,659,662 $116,685,505 $(33,240) $ 267,623 $825,500 $13,914,274
============ ============ ======== ========== ======== ===========
See notes to consolidated financial statements.
-5-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Nine Months Ended
September 30,
----------------------------
2002 2001
------------- ------------
Cash flows from operating activities:
Net income (loss) ........................... $ 1,218,464 $ (3,933,726)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation and amortization .............. 4,589,702 5,415,827
Inventory write-off ........................ -- 12,000,000
Deferred income taxes ...................... 612,000 (385,000)
Other ...................................... 455,000 291,000
Changes in operating assets and
liabilities ............................... (6,235,479) 3,992,658
------------ ------------
Net Cash Provided by
Operating Activities .................... 639,687 17,380,759
------------ ------------
Cash flows from investing activities:
Purchase of property, plant and
equipment ................................... (4,907,328) (4,955,730)
Payment for acquisition - net of cash acquired (34,249) (5,943,046)
Proceeds from sale of marketable
securities .................................. 4,398,129 --
Purchase of marketable securities ............ (7,560,328) (5,867,444)
Proceeds from repayment by contractors ....... 21,750 21,750
------------ ------------
Net Cash Used in Investing Activities ... (8,082,026) (16,744,470)
------------ ------------
Cash flows from financing activities:
Proceeds from exercise of stock options ..... 1,800,653 981,008
Dividends paid to common shareholders ....... (1,226,073) (1,204,547)
------------ ------------
Net Cash Provided by (used in)
Financing Activities ................... 574,580 (223,539)
------------ ------------
Net increase (decrease) in Cash .............. (6,867,759) 412,750
Cash and Cash Equivalents -
beginning of period ......................... 69,278,574 62,587,033
------------ ------------
Cash and Cash Equivalents -
end of period ............................... $ 62,410,815 $ 62,999,783
============ ============
(Continued)
See notes to consolidated financial statements.
-6-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
(unaudited)
Nine Months Ended
September 30,
--------------------------
2002 2001
----------- -----------
Changes in operating assets and
liabilities consist of:
(Increase) decrease in accounts
receivable .................................. $(7,193,047) $ 8,963,000
Decrease in inventories ...................... 70,058 983,820
Increase in prepaid expenses and
other current assets ........................ (183,055) (349,565)
Increase (decrease) in refundable income taxes 54,566 (837,000)
(Increase) decrease in other assets .......... (460,612) 9,664
Increase (decrease) in accounts payable ...... 813,808 (7,382,364)
Increase in accrued expenses ................. 662,803 2,605,103
----------- -----------
$(6,235,479) $ 3,992,658
=========== ===========
Supplementary information:
Cash paid during the period for:
Income taxes ................................. $ 200,000 $ 1,234,000
----------- -----------
Non-Cash Investing Activities:
Unrealized loss on marketable securities ..... $ 36,000 $ 57,000
----------- -----------
Acquisitions:
Fair value of net assets acquired
(excluding cash of $341,954) ................ $ 267,789
Identified intangibles ....................... 5,675,257
-----------
Cash paid .................................... $ 5,943,046
===========
See notes to consolidated financial statements.
-7-
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Basis of Presentation
1. The consolidated balance sheet as of September 30, 2002, and the consolidated
statements of operations, stockholders' equity and cash flows for the periods
presented herein have been prepared by the Company and are unaudited. In the
opinion of management, all adjustments (consisting solely of normal recurring
adjustments) necessary to present fairly the financial position, results of
operations, stockholders' equity and cash flows for all periods presented have
been made. The information for the consolidated balance sheet as of December 31,
2001 was derived from audited financial statements.
2. Acquisitions
On May 11, 2001, the Company acquired 100% of the common stock of E-Power
Ltd. ("E-Power") and the assets and then existing 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
achieve 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 solely since the date of acquisition. Purchase price
allocations were based on independent appraisals. The excess of the purchase
price over the net assets acquired is $5.7 million and was being amortized on a
straight-line basis over a period of four to fifteen years. The Company
discontinued the amortization of goodwill effective January 1, 2002 and will
measure the impairment of goodwill, if any, in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 142 (See Note 5 of Notes to
Consolidated Financial Statements).
The following unaudited pro forma summary results of operations assumes
that both Current Concepts and E-Power had been acquired as of January 1, 2001:
Nine Months Ended
September 30,
2001
------------------
Sales .............................. $79,072,000
Net loss ........................... (4,492,000)
Loss per common share-diluted ...... (0.42)
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, 2001, nor should such information be construed as being a
representation of the future results of operations of the Company.
-8-
3. Earnings (Loss) Per Share
Basic earnings (loss) per common share are computed using the weighted
average number of common shares outstanding during the period. Diluted earnings
(loss) per common share are computed using the weighted average number of common
shares and potential common shares outstanding during the period. For the three
months ended September 30, 2001 and the nine months ended September 30, 2001
potential common shares were not used in the computation of diluted loss per
common share as their effect would be antidilutive.
4. Business Segment Information
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". The method for attributing revenues
for interim purposes is based on total shipments from the country of origination
less intergeographic revenues. The Company operates facilities in the United
States, Europe and the Far East. The primary criteria by which financial
performance is evaluated and resources are allocated are revenues and operating
income. The following is a summary of key financial data:
Nine Months Ended Three Months Ended
September 30, September 30,
------------------------------ ------------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Total Revenues:
United States ........................... $21,282,601 $39,224,168 $ 6,935,903 $13,315,748
Asia .................................... 64,986,327 71,763,329 25,563,970 16,775,598
Less intergeographic
revenues ............................... (17,627,008) (31,915,804) (5,098,784) (6,799,556)
----------- ----------- ----------- -----------
$68,641,920 $79,071,693 $27,401,089 $23,291,790
=========== =========== =========== ===========
Income (loss) from Operations:
United States ............................ $ 1,531,243 $ 1,082,584 $ (180,444) $ 253,076
Asia ..................................... 259,804 (6,676,378) 2,174,751 (848,956)
----------- ------------ ----------- -----------
$ 1,791,047 $(5,593,794) $ 1,994,307 $ (595,880)
=========== ============ =========== ===========
-9-
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Recent Accounting Pronouncements
On June 29, 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and
Intangible Assets." The major provisions of SFAS No. 141 were 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. SFAS
No. 142 eliminated the amortization of goodwill and other intangibles and
requires an impairment test of their carrying value. An initial impairment test
of goodwill and other intangibles must be completed in the year of adoption with
at least an annual impairment test thereafter. On January 1, 2002, the Company
adopted SFAS No. 142. The Company completed the initial impairment tests in the
first quarter of 2002, which did not result in an impairment of goodwill or
other intangibles.
The following information represents pro forma net income (loss) and
earnings (loss) per share assuming the adoption of SFAS No. 142 in the first
quarter of 2001:
For the Nine Months For the Three Months
Ended September 30, Ended September 30,
------------------------- --------------------------
2002 2001 2002 2001
---------- ----------- ---------- ---------
Reported net income (loss) ................................ $1,218,464 $(3,933,726) $1,746,160 $(400,294)
Addback: Goodwill amortization (net of income tax) ... -- 483,900 -- 185,200
---------- ----------- ---------- ---------
Adjusted net income (loss) ................................ $1,218,464 $(3,449,826) $1,746,160 $(215,094)
========== =========== ========== =========
Basic earnings (loss) per share:
Reported net income (loss) ................................ $ 0.11 $ (0.37) $ 0.16 $ (0.04)
Addback: Goodwill amortization ........................ -- 0.05 -- 0.02
---------- ----------- ---------- ---------
Adjusted net income (loss) ................................ $ 0.11 $ (0.32) $ 0.16 $ (0.02)
========== =========== ========== =========
Diluted earnings (loss) per share:
Reported net income (loss) ................................ $ 0.11 $ (0.37) $ 0.16 $ (0.04)
Addback: Goodwill amortization ........................ -- 0.05 -- 0.02
---------- ----------- ---------- ---------
Adjusted net income (loss) ................................ $ 0.11 $ (0.32) $ 0.16 $ (0.02)
========== =========== ========== =========
In August 2001, the FASB issued SFAS No. 143 "Accounting for Asset
Retirement Obligations". SFAS No. 143 addresses financial accounting and
reporting for obligations and costs associated with the retirement of tangible
long-lived assets. The Company is required to implement SFAS No. 143 on January
1, 2003. Management believes the effect of implementing this pronouncement will
not have a material impact on the Company's results of operations or financial
position.
-10-
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 adopted SFAS No. 144 on January 1, 2002. The adoption of
SFAS No. 144 did not have a material impact on the Company's results of
operations or financial position.
In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". This statement eliminates the automatic classification of gain or
loss on extinguishment of debt as an extraordinary item of income and requires
that such gain or loss be evaluated for extraordinary classification under the
criteria of Accounting Principles Board No. 30 "Reporting Results of
Operations". This statement also requires sales-leaseback accounting for certain
lease modifications that have economic effects that are similar to
sales-leaseback transactions, and makes various other technical corrections to
existing pronouncements. This statement will be effective for the Company for
the year ending December 31, 2003. Management believes that adopting this
statement will not have a material effect on the Company's results of operations
or financial position.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement requires recording
costs associated with exit or disposal activities at their fair values when a
liability has been incurred. Under previous guidance, certain exit costs were
accrued upon management's commitment to an exit plan. Adoption of this Statement
is required with the beginning of fiscal year 2003. The Company has not yet
completed the evaluation of the impact of adopting this Statement.
On October 1, 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial Institutions." SFAS No. 147 removes acquisitions of financial
institutions from the scope of FASB Statement No. 72, "Accounting for Certain
Acquisitions of Banking or Thrift Institutions", and FASB Interpretation No. 9,
"Applying APB Opinion Nos. 16 and 17 When a Savings and Loan Association or a
Similar Institution is Acquired in a Business Combination Accounted for by the
Purchase Method," and requires that those transactions be accounted for in
accordance with FASB Statements Nos. 141 and 142.
Additionally, this Statement amends FASB Statement No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets," to include in its scope
long-term customer-relationship intangible assets of financial institutions such
as depositor and borrower relationship intangible assets and credit cardholder
intangible assets. Consequently, those intangible assets are subject to the same
undiscounted cash flow recoverability test and impairment loss recognition and
measurement provisions that Statement 144 requires for other long-lived assets
that are held and used.
This statement became effective on October 1, 2002 and did not have a
material impact on the Company's results of operations or financial position.
-11-
Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Company's quarterly and annual operating results are affected by a wide
variety of factors that could materially and adversely affect revenues and
profitability, including the following: (a) the dramatic impact of current
conditions in the telecommunications 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 the Company's Far East operations;
(e) the highly competitive nature of the Company's industry and the impact that
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.
The following discussion and analysis should be read in conjunction with
the Company's consolidated financial statements and the notes related thereto.
The discussion of results, causes and trends should not be construed to infer
any conclusion that such results, causes or trends will necessarily continue in
the future.
Critical Accounting Policies
The Company's discussion and analysis of its financial condition and
results of operations are based upon the Company's consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires the Company to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an on-going basis,
the Company evaluates its estimates, including those related to product returns,
bad debts, inventories, intangible assets, investments, income taxes and
contingencies and litigation. The Company bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
-12-
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
a slow down in customer demand, such 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 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.
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 (i) the market for the products;
(ii) the Company's ability to efficiently manufacture the product; (iii)
synergies that are created by the acquisition; and (iv) a purchase price that
represents fair value. If the Company's evaluation of a target company misjudges
its technology, estimated future sales or profitability levels, or ability to
keep pace with the latest technology, these factors could impair the value of
the investment, which could materially adversely affect the Company's
profitability.
The Company files income tax returns in every jurisdiction in which it has
reason to believe it is subject to tax. Historically, the Company has been
subject to examination by various taxing jurisdictions. To date, none of these
examinations has resulted in any material additional tax. Nonetheless, any tax
jurisdiction may contend that a filing position claimed by the Company regarding
one or more of its transactions is contrary to that jurisdiction's laws or
regulations.
-13-
Results of Operations
The following table sets forth, for the periods indicated, the percentage
relationship to net sales of certain items included in the Company's
consolidated statements of operations.
Percentage of Net Sales
----------------------------------------
Nine Months Ended Three Months Ended
September 30, September 30,
------------------ ------------------
2002 2001 2002 2001
------- ------- ------ -------
Net sales ............................ 100.0% 100.0% 100.0% 100.0%
Cost of sales ........................ 78.7 86.8 77.2 81.3
Selling, general and
administrative expenses ............. 18.6 20.3 15.5 21.2
Other income - net ................... 1.1 2.6 0.8 2.2
Earnings (loss) before income
tax provision ....................... 3.7 (4.5) 8.1 (0.3)
Income tax provision ................. 2.0 0.5 1.8 1.4
Net earnings (loss) .................. 1.8 (5.0) 6.4 (1.7)
The following table sets forth, for the period indicated, the percentage
increase (decrease) of items included in the Company's consolidated statements
of operations.
Increase (Decrease) from Prior Period
---------------------------------------
Nine Months Ended Three Months Ended
September 30, 2002 September 30, 2002
compared with 2001 compared with 2001
------------------ ------------------
Net sales ............................. (13.2)% 17.6%
Cost of sales ......................... (21.2) 11.6
Selling, general and
administrative expenses .............. (20.3) (13.9)
Other income - net .................... (62.4) (55.3)
Earnings (loss) before
income tax provision ................. 172.0 3,058.0
Income tax provision .................. 252.6 48.0
Net earnings (loss) ................... 131.0 536.2
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Nine Months ended September 30, 2002 vs.
Nine Months ended September 30, 2001
Overview
The Company believes that the worst of the slowdown in the global
electronics industry may now be over. Business conditions remain challenging.
The Company is continuing to develop new generations of products that
incorporate the latest designs and advanced technologies. The Company's
commitment to remaining at the leading edge of this process is reflected in its
continued investments in engineering and product development.
The statements in the immediately preceding paragraph represent
Forward-Looking Statements. Actual results could differ substantially from such
projections as a result of the factors referenced above.
Sales
Net sales decreased 13.2 % from $79,071,693 during the first nine months of
2001 to $68,641,920 during the first nine months of 2002. 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 line was
particularly depressed. The Company has experienced price degradation as
customers have taken aggressive price positions. The Company believes that
certain of its competitors are selling older generation products close to or
below cost, making it difficult for the Company to maintain its traditional
pricing.
The Company is also pleased by the steady progress it is making in its new
Power division, and in the development of additional products in the Company's
line of surface mount magnetic components for high-speed transmission and
networking applications. At the same time, manufacturing overhead and variable
expenses have been reduced, which should contribute to improved profitability to
the extent that sales begin to recover.
Cost of Sales
Cost of sales as a percentage of net sales decreased from 86.8% during the
first nine months of 2001 to 78.7 % in 2002. The decrease in the cost of sales
percentage is primarily attributable to a $12 million inventory write-off of
surplus and obsolete inventory and non-cancelable purchase commitments during
the nine months ended September 30, 2001 and cost containment measures
implemented by the Company that positively affected the nine month period ended
September 30, 2002, offset in part by manufacturing inefficiencies due to
reduced sales volume and a change in the Company's sales mix. During the nine
months ended September 30, 2002, the Company reduced its reserve for obsolete
inventory by approximately $500,000, which had the effect of reducing cost of
sales by a like amount. The Company's product mix during the nine months ended
September 30, 2002 contained a relatively significant percentage of products
that have a high material content. Such products do not produce margins as high
as the Company's traditional products.
-15-
The Company incurred approximately $319,000 (net of taxes) of additional
severance and employee relocation costs during the nine months ended September
30, 2002 and expects to incur approximately $281,000 (net of taxes) of
additional severance costs through June 2003. 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.
Selling, General and Administrative Expenses
The percentage relationship of selling, general and administrative expenses
to net sales decreased from 20.3% during the first nine months of 2001 to 18.6 %
during the first nine months of 2002. Selling, general and administrative
expenses decreased in dollar amount by approximately 20.3 %. The Company
attributes the decrease in the percentage relationship of selling, general and
administrative expenses to net sales and the dollar amount of such expenses to
cost containment measures implemented by the Company, reduced sales related
expenses, the elimination of employee bonuses and the elimination of the
amortization of goodwill of approximately $.5 million.
Other Income - net
Other income, consisting principally of interest earned on cash and cash
equivalents, decreased by approximately $1,273,000 during the first nine months
of 2002 compared to the first nine months of 2001. The decrease is due to lower
interest rates earned on cash and cash equivalents.
Income Tax Provision
The provision for income taxes for the first nine months of 2002 was
$1,340,000 as compared to $380,000 for the first nine months of 2001. The
increase in the provision is due primarily to the Company's earnings before
income taxes for the first nine months of 2002 versus a loss before income taxes
for the first nine months of 2001. Consolidated income tax provisions for the
nine months ended September 30, 2002 and 2001 do not reflect the statutory rate
in the United States of America since income in the United States is taxed at
significantly higher rates than the benefit derived from taxable losses in the
Company's Far East operations.
Three Months ended September 30, 2002 vs.
Three Months ended September 30, 2001
Sales
Net sales increased 17.6 % from $23,291,790 during the third quarter of
2001 to $27,401,089 during the third quarter of 2002. The Company attributes
this increase primarily to increased sales of Integrated Connector Modules
("ICM"). The Company believes that the market is responding favorably to newer
versions of its ICM products.
Cost of Sales
Cost of sales as a percentage of net sales decreased from 81.3 % during the
third quarter of 2001 to 77.2 % in 2002. The decrease in the cost of sales
percentage is primarily attributable to cost containment measures implemented by
the Company that positively affected the three month period ended September 30,
2002 along with manufacturing efficiencies associated with increased sales
volume.
-16-
Selling, General and Administrative Expenses
The percentage relationship of selling, general and administrative expenses
to net sales decreased from 21.2% during the third quarter of 2001 to 15.5 %
during the third quarter of 2002. The Company attributes the percentage decrease
primarily to cost control measures implemented by the Company to reduce
overheads, reduced head count and increased sales. Selling, general and
administrative expenses decreased in dollar amount by approximately 13.9 %. The
Company attributes the decrease in the dollar amount of such expenses to cost
controls, reduced overheads, reduced head count and the elimination of the
amortization of goodwill of $.2 million.
Other Income - net
Other income, consisting principally of interest earned on cash and cash
equivalents, decreased by approximately $288,000 during the third quarter of
2002 compared to the third quarter of 2001. The decrease is primarily due to the
reasons set forth in the nine month analysis.
Income Tax Provision
The provision for income taxes for the third quarter of 2002 was $481,000
as compared to $325,000 for the third quarter of 2001. The increase in the
provision is due primarily to the reasons set forth in the nine month analysis.
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 U.S.
research and development operations and the recognition of related charges in
future periods. During the nine months ended September 30, 2002,the Company
incurred $.3 million (net of taxes) in additional severance and employee
relocation charges and expects to incur additional severance and employee
relocation charges of up to approximately $.3 million (net of taxes) through
June 30, 2003. 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.
-17-
Liquidity and Capital Resources
Historically, the Company has financed its capital expenditures primarily
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 September 30, 2002. The $1 million line of
credit is renewable annually. The $10 million line of credit has an indefinite
maturity. Borrowings under the $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 September 30, 2002. The line of
credit expires in December 31, 2002. Borrowing on the line of credit is
guaranteed by the Company.
For information regarding further commitments under the Company's operating
leases, see Note 11 of Notes to the Company's 2001 Consolidated Financial
Statements in the Company's Form 10-K for the year ended December 31, 2001.
On May 11, 2001, the Company acquired 100% of the common stock of E-Power
Ltd. ("E-Power") and the assets and then existing 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
achieve 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 solely since the date of acquisition. An initial impairment test of
goodwill and other intangibles must be completed in the year of adoption with at
least an annual impairment test thereafter. On January 1, 2002, the Company
adopted SFAS No. 142. The Company completed the initial impairment tests in the
first quarter of 2002, which did not result in an impairment of goodwill or
other intangibles.
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 September 30, 2002 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.
-18-
During the nine months ended September 30, 2002, the Company's cash and
cash equivalents decreased by approximately $6.9 million, reflecting
approximately $7.6 million in purchases of marketable securities, $4.9 million
in purchases of plant and equipment, and $1.2 million in dividends offset, in
part, by $4.4 million from the sale of marketable securities, $1.8 million
provided by the exercise of stock options, and $.6 million provided by operating
activities.
Cash, marketable securities and cash equivalents and accounts receivable
comprised approximately 56.0% and 55.2% of the Company's total assets at
September 30, 2002 and December 31, 2001, respectively. The Company's current
ratio (i.e., the ratio of current assets to current liabilities) was 6.7 to 1
and 7.2 to 1 at September 30, 2002 and December 31, 2001, respectively.
On July 29, 2002 the Company purchased an engineering facility in San
Diego, CA for approximately $2.5 million. The Company plans to move its domestic
research and development operations to this facility. The Company expects to
make approximately $.6 million in improvements to this facility.
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 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
On June 29, 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and
Intangible Assets." The major provisions of SFAS No. 141 were 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. SFAS
No. 142 eliminated the amortization of goodwill and other intangibles and
requires an impairment test of their carrying value. An initial impairment test
of goodwill and other intangibles must be completed in the year of adoption with
at least an annual impairment test thereafter. On January 1, 2002, the Company
adopted SFAS No. 142. The Company completed the initial impairment tests in the
first quarter of 2002, which did not result in an impairment of goodwill or
other intangibles.
In August 2001, the FASB issued SFAS No. 143 "Accounting for Asset
Retirement Obligations". SFAS No. 143 addresses financial accounting and
reporting for obligations and costs associated with the retirement of tangible
long-lived assets. The Company is required to implement SFAS No. 143 on January
1, 2003. Management believes the effect of implementing this pronouncement will
not have a material impact on the Company's results of operations or financial
position.
-19-
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 adopted SFAS No. 144 on January 1, 2002. The adoption of
SFAS No. 144 did not have a material impact on the Company's results of
operations or financial position.
In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". This statement eliminates the automatic classification of gain or
loss on extinguishment of debt as an extraordinary item of income and requires
that such gain or loss be evaluated for extraordinary classification under the
criteria of Accounting Principles Board No. 30 "Reporting Results of
Operations". This statement also requires sales-leaseback accounting for certain
lease modifications that have economic effects that are similar to
sales-leaseback transactions, and makes various other technical corrections to
existing pronouncements. This statement will be effective for the Company for
the year ending December 31, 2003. Management believes that adopting this
statement will not have a material effect on the Company's results of operations
or financial position.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement requires recording
costs associated with exit or disposal activities at their fair values when a
liability has been incurred. Under previous guidance, certain exit costs were
accrued upon management's commitment to an exit plan. Adoption of this Statement
is required with the beginning of fiscal year 2003. The Company has not yet
completed the evaluation of the impact of adopting this Statement.
On October 1, 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial Institutions." SFAS No. 147 removes acquisitions of financial
institutions from the scope of FASB Statement No. 72, "Accounting for Certain
Acquisitions of Banking or Thrift Institutions", and FASB Interpretation No. 9,
"Applying APB Opinion Nos. 16 and 17 When a Savings and Loan Association or a
Similar Institution is Acquired in a Business Combination Accounted for by the
Purchase Method," and requires that those transactions be accounted for in
accordance with FASB Statements Nos. 141 and 142.
Additionally, this Statement amends FASB Statement No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets," to include in its scope
long-term customer-relationship intangible assets of financial institutions such
as depositor and borrower relationship intangible assets and credit cardholder
intangible assets. Consequently, those intangible assets are subject to the same
undiscounted cash flow recoverability test and impairment loss recognition and
measurement provisions that Statement 144 requires for other long-lived assets
that are held and used.
This statement became effective on October 1, 2002 and did not have a
material impact on the Company's results of operations or financial position.
-20-
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Fair Value of Financial Instruments-- The following disclosure of the
estimated fair value of financial instruments is made in accordance with the
requirements of Statement of Financial Accounting Standards No. 107,
"Disclosures about Fair Value of Financial Instruments". The estimated fair
values of financial instruments have been determined by the Company using
available market information and appropriate valuation methodologies.
However, considerable judgment is required in interpreting market data to
develop the estimates of fair value. Accordingly, the estimates presented herein
are not necessarily indicative of the amounts that the Company could realize in
a current market exchange.
The Company has not entered into, and does not expect to enter into,
financial instruments for trading or hedging purposes. The Company does not
currently anticipate entering into interest rate swaps and/or similar
instruments.
The Company's carrying values of cash, marketable securities, accounts
receivable, accounts payable and accrued expenses are a reasonable approximation
of their fair value.
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 4. Controls and Procedures
Within the 90 days prior to the date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and Vice
President of Finance, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the Company's Chief Executive Officer and
Vice President of Finance concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic SEC filings. There have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect internal controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
-21-
PART II. Other Information
Item 1. 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 Company's financial
statements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 99.1 Certification of Chief Executive Officer and
Vice-President of Finance pursuant to Section
302 of the Sarbane-Oxley Act of 2002.
Exhibit 99.2 Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbane-Oxley Act of 2002.
(b) There were no Current Reports on Form 8-K filed by the
registrant during the quarter ended September 30, 2002.
-22-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BEL FUSE INC.
By: /s/ DANIEL BERNSTEIN
-------------------------------------
Daniel Bernstein, President and
Chief Executive Officer
By: /s/ COLIN DUNN
-------------------------------------
Colin Dunn, Vice President of Finance
Dated: November 12, 2002
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