.. 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 March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-11676
BEL FUSE INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1463699
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
206 Van Vorst Street
Jersey City, New Jersey 07302
(Address of principal executive offices)
(Zip Code)
(201) 432-0463
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ------
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act) Yes X No
--- ----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
At May 1, 2003, there were 2,676,663 shares of Class A Common Stock,
$.10 par value, outstanding and 8,277,242 shares of Class B Common Stock, $.10
par value, outstanding.
BEL FUSE INC.
INDEX
Page Number
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Part I. Financial Information
Item 1. Financial Statements 1
Consolidated Balance Sheets as of
March 31, 2003 (unaudited) and
December 31, 2002 2 - 3
Consolidated Statements of
Operations for the Three Months
Ended March 31, 2003
and 2002 (unaudited) 4
Consolidated Statements of
Cash Flows for the Three
Months Ended March 31,
2003 and 2002 (unaudited) 5 -6
Notes to Consolidated Financial
Statements (unaudited) 7 - 12
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 13 - 21
Item 3. Quantitative and Qualitative
Disclosures About Market Risk 21
Item 4. Controls and Procedures 21
Part II. Other Information
Item 1. Legal Proceedings 22
Item 6. Exhibits and Reports on Form 8-K 22
Signatures 24
PART I. Financial Information
Item 1. Financial Statements
--------------------
Certain information and footnote disclosures required under
accounting principles generally accepted in the United States of America have
been condensed or omitted from the following consolidated financial statements
pursuant to the rules and regulations of the Securities and Exchange Commission.
It is suggested that the following consolidated financial statements be read in
conjunction with the year-end consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2002.
The results of operations for the three month period ended
March 31, 2003 are not necessarily indicative of the results for the entire
fiscal year or for any other period.
-1-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, December 31,
2003 2002
------------ ------------
(Unaudited)
Current Assets:
Cash and cash equivalents $ 41,649,640 $ 59,002,581
Marketable securities 61,400 4,966,275
Accounts receivable, less allowance
for doubtful accounts of $3,160,000 and $945,000 28,021,049 16,839,497
Inventories 31,750,113 12,384,472
Prepaid expenses and other current
assets 2,455,330 190,199
Refundable income taxes 1,245,597 681,887
Deferred income taxes 517,000 439,000
------------ ------------
Total Current Assets 105,700,129 94,503,911
------------ ------------
Property, plant and equipment - net 48,081,505 37,605,195
Intangible assets-net 4,823,107 2,805,166
Goodwill 6,818,324 4,819,563
Other assets (including $5.5 million of deposits
relating to the APC acquisition at December 31, 2002) 898,528 7,159,077
------------ ------------
TOTAL ASSETS $166,321,593 $146,892,912
============ ============
See notes to consolidated financial statements.
-2-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, December 31,
2003 2002
------------- -------------
(Unaudited)
Current Liabilities:
Current portion of long-term debt $ 2,000,000 $ --
Accounts payable 7,934,932 5,099,894
Accrued expenses 10,637,797 6,202,871
Dividends payable 412,000 412,000
------------- -------------
Total Current Liabilities 20,984,729 11,714,765
------------- -------------
Long-term Liabilities:
Long-term debt - less current portion above 8,000,000 --
Deferred income taxes 5,176,000 4,519,000
------------- -------------
Long-term Liabilities 13,176,000 4,519,000
------------- -------------
Total Liabilities 34,160,729 16,233,765
------------- -------------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, no par value -
authorized 1,000,000 shares;
none issued --
Class A common stock, par value
$.10 per share - authorized
10,000,000 shares; outstanding
2,676,225 shares
(net of 1,072,770 treasury shares) 267,623 267,623
Class B common stock, par value
$.10 per share - authorized
30,000,000 shares; outstanding
8,275,492 and 8,261,492 shares
(net of 3,218,310 treasury shares) 827,549 826,149
Additional paid-in capital 14,121,236 13,982,688
Retained earnings 117,001,103 115,632,819
Cumulative other comprehensive
(loss) (56,647) (50,132)
------------- -------------
Total Stockholders' Equity 132,160,864 130,659,147
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 166,321,593 $ 146,892,912
============= =============
See notes to consolidated financial statements.
-3-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended
March 31,
----------------------------------------
2003 2002
------------ ------------
Sales $ 24,947,359 $ 16,514,002
------------ ------------
Costs and Expenses:
Cost of sales 17,967,201 14,360,623
Selling, general and
administrative expenses 4,847,054 4,094,154
------------ ------------
22,814,255 18,454,777
------------ ------------
Income (loss) from operations 2,133,104 (1,940,775)
Interest expense (10,417) --
Other income 126,597 252,199
------------ ------------
Earnings (loss) before income tax provision 2,249,284 (1,688,576)
Income tax provision 469,000 132,000
------------ ------------
Net earnings (loss) $ 1,780,284 $ (1,820,576)
============ ============
Basic earnings (loss) per common share $ 0.16 $ (0.17)
============ ============
Diluted earnings (loss) per common share $ 0.16 $ (0.17)
============ ============
Weighted average number of
common shares outstanding-basic 10,945,417 10,846,614
============ ============
Weighted average number of
common shares outstanding and
potential common shares - diluted 11,071,875 10,846,614
============ ============
See notes to consolidated financial statements.
-4-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
March 31,
---------------------------------------
2003 2002
------------ ------------
Cash flows from operating activities:
Net income (loss) $ 1,780,284 $ (1,820,576)
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities:
Depreciation and amortization 1,494,570 1,616,275
Deferred income taxes 312,000 (95,000)
Other -- 80,000
Changes in operating assets and
liabilities net of acquisitions 1,143,947 (713,467)
------------ ------------
Net Cash Provided by (used in)
Operating Activities 4,730,801 (932,768)
------------ ------------
Cash flows from investing activities:
Purchase of property, plant and
equipment (676,512) (547,599)
Payment for acquisitions - net of cash acquired (36,047,303) --
Proceeds from sale of marketable
securities 4,904,875 2,200,000
Purchase of marketable securities -- (2,207,376)
------------ ------------
Net Cash Used in Investing Activities (31,818,940) (554,975)
------------ ------------
Cash flows from financing activities:
Proceeds from borrowings 10,000,000 --
Loan repayments 7,250 7,250
Proceeds from exercise of stock options 139,948 1,485,620
Dividends paid to common shareholders (412,000) (405,000)
------------ ------------
Net Cash Provided by
Financing Activities 9,735,198 1,087,870
------------ ------------
Net decrease in Cash (17,352,941) (399,873)
Cash and Cash Equivalents -
beginning of period 59,002,581 69,278,574
------------ ------------
Cash and Cash Equivalents -
end of period $ 41,649,640 $ 68,878,701
============ ============
See notes to consolidated financial statements.
-5-
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
(unaudited)
Three Months Ended
March 31,
2003 2002
------------ ------------
Changes in operating assets and liabilities consist of:
Decrease (increase) in accounts
receivable $ 3,180,866 $ (402,833)
Increase in inventories (2,090,807) (526,964)
Increase in prepaid expenses and
other current assets (1,211,131) (261,642)
Increase (decrease) in refundable income taxes 169,290 (14,421)
Decrease in other assets 73,178 16,998
Increase in accounts payable 255,185 369,658
Increase in accrued expenses 767,366 105,737
------------ ------------
$ 1,143,947 $ (713,467)
============ ============
Supplementary information:
Cash paid during the period for:
Interest $ -- $ --
============ ============
Income taxes $ -- $ 135,000
============ ============
Supplemental disclosure of noncash investing activities:
Fair value of assets acquired (excluding cash
of $2,442,000) $ 38,285,587
Intangibles 4,208,837
Less: Cash on deposit previous year (6,447,121)
------------
Net cash paid $ 36,047,303
============
See notes to consolidated financial statements.
-6-
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The consolidated balance sheet as of March 31, 2003, and the
consolidated statements of operations 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 and
cash flows for all periods presented have been made. The information for the
consolidated balance sheet as of December 31, 2002 was derived from audited
financial statements.
2. Acquisitions
On March 22, 2003 the Company acquired certain assets, subject to
certain liabilities, and common shares of certain entities comprising Insilco
Technologies, Inc.'s ("Insilco") passive component group for $38.7 million in
cash, including transaction costs of approximately $1.3 million. Purchase price
allocations, which have been initially estimated by management, will be adjusted
on independent formal appraisals. Management has estimated that approximately
$2.3 million of identifiable intangible assets arose from the transaction and
will be amortized on a straight line basis over a period of five years.
Effective January 2, 2003, the Company entered into an asset purchase
agreement with Advanced Power Components plc ("APC") to purchase the
communication products division of APC for $5.5 million in cash plus the
assumption of certain liabilities. The Company will be required to make
contingent payments equal to 5% of sales (as defined) in excess of $5.5 million
per year for the years 2003 and 2004. Purchase price allocations, which have
been initially estimated by management, will be adjusted on independent formal
appraisals. Management has estimated that the excess of the purchase price over
net assets acquired, of approximately $2.0 million, will be allocated to
goodwill.
These transactions will be accounted for using the purchase method of
accounting and, accordingly, the results of operations of Insilco have been
included in the Company's financial statements from March 22, 2003 and the
results of operations of APC have been included in the Company's financial
statements from January 2, 2003.
The following unaudited pro forma summary results of operations assumes
that both Insilco and APC had been acquired as of January 1, 2002 (in
thousands):
Three Months Ended
March 31,
---------------------------
2003 2002
-------- --------
Sales $ 40,660 $ 33,507
Net income (loss) 2,641 (4,475)
Earnings per share - diluted 0.24 (0.41)
The information above is not necessarily indicative of the results of
operations that would have occurred if the acquisitions had been consummated as
of January 1, 2002. Such information should not be construed as being a
representation of the future results of operations of the Company.
-7-
3. Goodwill and Other Intangibles
Goodwill represents the excess of the purchase price and related costs
over the value assigned to the net tangible and other intangible assets with
finite lives acquired in a business acquisition. Prior to January 1, 2002,
goodwill had been amortized on a straight-line basis over 4 to 15 years.
Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets".
Under SFAS No. 142, goodwill and intangible assets deemed to have indefinite
lives are no longer amortized, but are subject to, at a minimum, an annual
impairment test. If the carrying value of goodwill or intangible assets exceeds
its fair market value, an impairment loss would be recorded. The Company uses a
discounted cash flow model to determine fair market value of the Company's
reporting units.
Other intangibles include patents, product information, covenants
not-to-compete and supply agreements. Amounts assigned to these intangibles are
based on independent appraisals. Other intangibles are being amortized over 4 to
10 years. Amortization expense was $192,000 and $223,000 for the three months
ended March 31, 2003 and 2002, respectively.
The changes in the carrying value of goodwill for the three months
ended March 31, 2003 are as follows:
Balance, December 31, 2002 $4,819,563
Preliminary goodwill allocation
related to acquisitions 1,998,761
----------
Balance, March 31, 2003 $6,818,324
==========
The components of other intangibles are as follows:
March 31, 2003 December 31, 2002
-------------- -----------------
Gross Carrying Accumulated Gross Carrying Accumulated
Amount Amortization Amount Amortization
------ ------------ ------ ------------
Patents and Product Information $3,516,419 $ 524,097 $1,335,000 $ 486,819
Covenants not-to-compete 2,990,068 1,159,283 2,961,411 1,004,426
Supply agreement 2,660,000 2,660,000 2,660,000 2,660,000
---------- ---------- ---------- ----------
$9,166,487 $4,343,380 $6,956,411 $4,151,245
========== ========== ========== ==========
-8-
Estimated amortization expense for other intangible assets for the next
five years is as follows:
Estimated
Amortization
December 31, Expense
------------ ------------
2003 $ 1,073,000
2004 1,177,000
2005 1,101,000
2006 954,000
2007 565,000
4. 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 March 31, 2002 potential common shares were not used in the
computation of diluted loss per common share as their effect would be
antidilutive.
5. Business Segment Information
The Company does not have reportable operating segments as defined SFAS
No.131, "Disclosures about Segments of an Enterprise and Related Information".
The method for attributing revenues for interim purposes is based on shipments
from the country of origination less intergeographic revenues. The Company
operates facilities in the United States, Europe, Caribbean 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:
Three Months Ended
March 31,
--------------------------------
2003 2002
------------ ------------
Total Revenues:
North America $ 7,427,974 $ 6,837,112
Asia 23,036,359 16,107,522
Europe 632,967 --
Less intergeographic
revenues (6,149,941) (6,430,632)
------------ ------------
$ 24,947,359 $ 16,514,002
============ ============
Income (loss) from Operations:
North America $ 151,235 $ 338,420
Asia 1,807,230 (2,279,195)
Europe 174,639 --
------------ ------------
$ 2,133,104 $ (1,940,775)
============ ============
-9-
6. Debt
On March 21, 2003, the Company entered into a $10 million secured term
loan. The loan was used to partially finance the Company's acquisition of the
Passive Components division of Insilco Technologies, Inc. The loan will be paid
in 20 equal quarterly installments of principal with a final maturity on March
31, 2008 and bears interest at LIBOR plus 1.25 percent (3.75 percent at March
31, 2003) payable monthly. The loan is collateralized with a first priority
security interest in and lien on 65% of all the issued and outstanding shares of
the capital stock of certain of the foreign subsidiaries of Bel Fuse Inc. and
all other personal property and certain real property of Bel Fuse Inc. The
Company is required to maintain certain financial covenants, as defined in the
agreement. As of March 31, 2003, the Company was in compliance with all
financial covenants. For the three months ended March 31, 2003 the Company
recorded interest expense of $10,417.
7. Stock Option Plan
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure, an amendment of FASB
Statement No. 123". SFAS No. 148 provides alternative methods of transition for
a voluntary change to the fair value based method of accounting for stock-based
employee compensation. It also requires disclosure in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. SFAS No. 148
is effective for annual and interim periods beginning after December 15, 2002.
The Company will continue to account for stock-based employee compensation under
the recognition and measurement principle of APB Opinion No. 25 and related
interpretations. The Company complied with the additional annual and interim
disclosure requirements effective December 31, 2002 and March 31, 2003.
The Company has a Qualified Stock Option Plan (the "Plan") which provides
for the granting of "Incentive Stock Options" to key employees within the
meaning of Section 422 of the Internal Revenue Code of 1954, as amended. The
Plan provides for the issuance of 2,400,000 shares. Substantially all options
outstanding become exercisable twenty-five percent (25%) one year from the date
of grant and twenty-five percent (25%) for each year of the three years
thereafter. The price of the options granted pursuant to the Plan is not to be
less than 100 percent of the fair market value of the shares on the date of
grant. An option may not be exercised within one year from the date of grant,
and in general, no option will be exercisable after five years from the date
granted. The Company accounts for the Plan under the recognition and measurement
principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees" and
related Interpretations. No stock-based employee compensation cost is reflected
in net income, as all options granted under the Plan had an exercise price equal
to the market value of the underlying common stock on the date of grant. The
following table illustrates the effect on net income (loss) and earnings (loss)
per share if the Company had applied the fair-value recognition provisions of
FASB Statement No. 123, "Accounting for Stock-Based Compensation", to
stock-based compensation.
-10-
Three Months Ended
March 31,
2003 2002
------------ ------------
Net earnings (loss) - as reported $ 1,780,284 $ (1,820,576)
Amortization of stock-based compensation (419,723) (491,474)
------------ ------------
Net earnings (loss) - proforma 1,360,561 (2,312,050)
Earnings (loss) per share - basic - as reported $ 0.16 $ (0.17)
Earnings (loss) per share - basic - proforma $ 0.12 $ (0.21)
Earnings (loss) per share - diluted - as reported $ 0.16 $ (0.17)
Earnings (loss) per share - diluted - proforma $ 0.12 $ (0.21)
8. Recent Accounting Pronouncements
In August 2001, the FASB issued SFAS No. 143 "Accounting for Asset
Retirement Obligations". SFAS No. 143 addresses financial accounting and
reporting for obligations and costs associated with the retirement of tangible
long-lived assets. The Company adopted SFAS 143 on January 1, 2003. The adoption
of SFAS No.143 did not have a material impact on the Company's results of
operations or financial position.
In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". This statement eliminates the automatic classification of gain or
loss on extinguishment of debt as an extraordinary item of income and requires
that such gain or loss be evaluated for extraordinary classification under the
criteria of Accounting Principles Board No. 30 "Reporting Results of
Operations". This statement also requires sales-leaseback accounting for certain
lease modifications that have economic effects that are similar to
sales-leaseback transactions, and makes various other technical corrections to
existing pronouncements. This statement 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. The Company adopted SFAS
No. 146 on January 1, 2003. The adoption of SFAS No. 146 did not have a material
impact on the Company's result of operations or financial position.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No. 133
on Derivative Instruments and Hedging Activities." This statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement is effective for contracts
entered into or modified after June 30, 2003, and for hedging relationships
designated after June 30, 2003.
-11-
In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, and interpretation of FASB
Statements No. 5, 57,and 107 and Rescission of FASB Interpretation No. 34. FIN
45 clarifies the requirements of FASB Statement No. 5, Accounting for
Contingencies, relating to the guarantor's accounting for, and disclosure of,
the issuance of certain types of guarantees. This interpretation clarifies that
a guarantor is required to recognize, at the inception of certain types of
guarantees, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and initial measurement
provisions of this Interpretation are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002, irrespective of the
guarantor's fiscal year-end. The disclosure requirements in this interpretation
are effective for financial statements of interim or annual periods ending after
December 15, 2002. The Company adopted FIN 45 on January 1, 2003. The adoption
of FIN 45 did not have a material impact on the Company's disclosure
requirements.
In January 2003, the Financial Accounting Standards Board issued Interpretation
No. 46, "Consolidation of Variable Interest Entities," which addresses
consolidation by business enterprises of variable interest entities. In general,
a variable interest entity is a corporation, partnership, trust, or any other
legal structure used for business purposes that either (a) does not have equity
investors with voting rights or (b) has equity investors that do not provide
sufficient financial resources for the entity to support its activities. A
variable interest entity often holds financial assets, including loans or
receivables, real estate or other property. A variable interest entity may be
essentially passive or it may engage in research and development or other
activities on behalf of another company. The objective of Interpretation No. 46
is not to restrict the use of variable interest entities but to improve
financial reporting by companies involved with variable interest entities. Until
now, a company generally has included another entity in its consolidated
financial statements only if it controlled the entity through voting interests.
Interpretation No. 46 changes that by requiring a variable interest entity to be
consolidated by a company if that company is subject to a majority of the risk
of loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. The consolidation
requirements of Interpretation No. 46 apply immediately to variable interest
entities created after January 31, 2003. The consolidation requirements apply to
older entities in the first fiscal year or interim period beginning after June
15, 2003. Certain of the disclosure requirements apply in all financial
statements issued after January 31, 2003, regardless of when the variable
interest entity was established. The Company does not have any variable interest
entities, and, accordingly, adoption is not expected to have a material effect
on the Company.
-12-
Management's Discussion and Analysis of Financial Condition and Results of
- --------------------------------------------------------------------------
Operations
- ----------
The Company's quarterly and annual operating results are affected by
a wide variety of factors that could materially and adversely affect revenues
and profitability, including the risk factors described in Exhibit 99.3 to this
quarterly report. As a result of these and other factors, the Company may
experience material fluctuations in future operating results on a quarterly or
annual basis, which could materially and adversely affect its business,
financial condition, operating results, and stock prices. Furthermore, this
document and other documents filed by the Company with the Securities and
Exchange Commission (the "SEC") contain certain forward-looking statements under
the Private Securities Litigation Reform Act of 1995 ("Forward-Looking
Statements") with respect to the business of the Company. These Forward-Looking
Statements are subject to certain risks and uncertainties, including those
mentioned above, and those detailed in Item 1 of the Company's Annual Report on
Form 10-K for the year ended December 31, 2002, which could cause actual results
to differ materially from these Forward-Looking Statements. The Company
undertakes no obligation to publicly release the results of any revisions to
these Forward-Looking Statements which may be necessary to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. An investment in the Company involves various risks,
including those mentioned above and those which are detailed from time to time
in the Company's SEC filings.
The following discussion and analysis should be read in conjunction
with the Company's consolidated financial statements and the notes related
thereto. The discussion of results, causes and trends should not be construed to
infer any conclusion that such results, causes or trends will necessarily
continue in the future.
Critical Accounting Policies
- ----------------------------
The Company's discussion and analysis of its financial condition and
results of operations are based upon the Company's consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires the Company to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an on-going basis,
the Company evaluates its estimates, including those related to product returns,
bad debts, inventories, intangible assets, investments, income taxes and
contingencies and litigation. The Company bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
The Company believes the following critical accounting policies
affect its more significant judgments and estimates used in the preparation of
its consolidated financial statements.
The Company maintains allowances for doubtful accounts for estimated
losses from the inability of its customers to make required payments. If the
financial condition of the Company's customers were to deteriorate, resulting in
an impairment of their ability to make payments, additional allowances may be
required.
-13-
The Company makes purchasing decisions principally based upon firm
sales orders from customers, the availability and pricing of raw materials and
projected customer requirements. Future events that could adversely affect these
decisions and result in significant charges to the Company's operations include
miscalculating customer requirements, technology changes which render 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 the market for the products: the
Company's ability to efficiently manufacture the product; synergies that are
created by the acquisition; and a purchase price that represents fair value. If
the Company's evaluation of a target company misjudges its technology, estimated
future sales and profitability levels, or ability to keep pace with the latest
technology, these factors could impair the value of the investment, which could
materially adversely affect the Company's profitability.
The Company files income tax returns in every jurisdiction in which it
has reason to believe it is subject to tax. Historically, the Company has been
subject to examination by various taxing jurisdictions. To date, none of these
examinations has resulted in any material additional tax. Nonetheless, any tax
jurisdiction may contend that a filing position claimed by the Company regarding
one or more of its transactions is contrary to that jurisdiction's laws or
regulations.
Results of Operations
---------------------
The following table sets forth, for the periods indicated, the percentage
relationship to net sales of certain items included in the Company's
consolidated statements of operations.
Percentage of Net Sales
-----------------------
Three Months Ended
March 31,
2003 2002
---- ----
Net sales 100.0% 100.0%
Cost of sales 72.0 87.0
Selling, general and
administrative expenses 19.4 24.8
Other income 0.5 1.5
Earnings (loss) before income
tax provision 9.0 (10.2)
Income tax provision 1.9 0.8
Net earnings (loss) 7.1 (11.0)
-14-
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
-----------------
Three Months Ended
March 31, 2003
compared with 2002
------------------
Net sales 51.1%
Cost of sales 25.1
Selling, general and
administrative expenses 18.4
Other income (49.8)
Earnings before
income tax provision 233.2
Income tax provision 255.3
Net earnings Not meaningful
-15-
Three Months ended March 31, 2003 vs.
- -------------------------------------
Three Months ended March 31, 2002
---------------------------------
Sales
-----
Net sales increased 51.1 % from $16,514,002 during the first quarter of
2002 to $24,947,359 during the first quarter of 2003. The Company attributes
this increase principally to the strong demand for integrated connector modules
("ICM") and sales from Insilco and APC of approximately $2.3 million. All
product lines experienced small sale increases from the first quarter of 2002.
Net sales did decrease from the fourth quarter of 2002 level of $26,886,000, due
in part to the traditional Far East factory shut down for the Lunar New Year.
Cost of Sales
-------------
Cost of sales as a percentage of net sales decreased from 87.0 % during
the first quarter of 2002 to 72.0 % in 2003. The decrease in the cost of sales
percentage is primarily attributable to a decrease in material cost as a
percentage of sales based on the current sales mix and cost containment measures
implemented by the Company that positively affected the quarter ended March 31,
2003. During the quarter ended March 31, 2002 cost of sales was negatively
impacted by manufacturing inefficiencies due to reduced sales volume.
While the cost of sales percentage has decreased, the Company's product
mix continues to contain a significant percentage of products that have a high
material content and this adversely affects the cost of sales percentage.
Selling, General and Administrative Expenses
--------------------------------------------
The percentage relationship of selling, general and administrative
expenses to net sales decreased from 24.8% during the first quarter of 2002 to
19.4% during the first quarter of 2003, in part as a result of the Company's
ability to leverage general and administrative expenses over a larger revenue
base as well as headcount reductions in certain areas and strong cost control
measures. The Company attributes the increase in the dollar amount of such
expenses primarily to costs associated with the Insilco and APC operations,
sales related expenses, severance payments and employee benefit expenses.
Other Income - net
- ------------------
Other income, consisting principally of interest earned on cash and
cash equivalents, decreased by approximately $100,000 during the first quarter
of 2003 compared to the first quarter of 2002. The decrease is due primarily
to lower interest rates earned on cash and cash equivalents.
Income Tax Provision
- --------------------
The provision for income taxes for the first quarter of 2003 was
$469,000 as compared to $132,000 for the first quarter of 2002. The increase in
the provision is due primarily to the Company's earnings before income taxes for
the three months ended March 31, 2003 as compared with a loss during the same
period in 2002.
-16-
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.
Liquidity and Capital Resources
- -------------------------------
Historically, the Company has financed its capital expenditures
primarily through cash flows from operating activities. Currently, due to the
recent acquisition of the Passive Components Group, the Company has borrowed
money under a secured term loan, and has unused lines of credit, as described
below. Management believes that the cash flow from operations, 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 capital markets.
The Company has a domestic line of credit amounting to $1,000,000
which was unused at March 31, 2003. The Company also has a $10 million domestic
revolving line of credit which was unused at March 31, 2003. Borrowings under
this $10 million line of credit are secured by the same assets which secure the
term loan described below.
On March 21, 2003, the Company entered into a $10 million secured term
loan. The loan was used to partially finance the Company's acquisition of the
Passive Components division of Insilco Technologies, Inc. The loan will be paid
in 20 equal quarterly installments of principal with a final maturity on March
31, 2008 and bears interest at LIBOR plus 1.25 percent (3.75 percent at March
31, 2003) payable monthly. The loan is collateralized with a first priority
security interest in and lien on 65% of all the issued and outstanding shares of
the capital stock of certain of the foreign subsidiaries of Bel Fuse Inc. and
all other personal property and certain real property of Bel Fuse Inc. The
Company is required to maintain certain financial covenants, as defined in the
agreement. For the three months ended March 31, 2003 the Company recorded
interest expense of $10,417.
The Company's Hong Kong subsidiary has an unsecured line of credit of
approximately $2,000,000, which was unused at March 31, 2003. This line of
credit expires on December 31, 2003. Borrowing on this line of credit is
guaranteed by the U.S. parent.
For information regarding further commitments under the Company's
operating leases, see Note 11 of Notes to the Company's Annual Report on
Consolidated Financial Statements in the Company's Form 10-K for the year ended
December 31, 2002.
-17-
On March 22, 2003 the Company acquired certain assets, subject to
certain liabilities, and common shares of certain entities comprising Insilco
Technologies, Inc.'s ("Insilco") passive component group for $38.7 million in
cash, including transaction costs of approximately $1.3 million. Purchase price
allocations, which have been initially estimated by management, will be adjusted
on independent formal appraisals. Management has estimated that approximately
$2.3 million of identifiable intangible assets arose from the transaction and
will be amortized on a straight line basis over a period of five years.
Effective January 2, 2003, the Company entered into an asset purchase
agreement with Advanced Power Components plc ("APC") to purchase the
communication products division of APC for $5.5 million in cash plus the
assumption of certain liabilities. The Company will be required to make
contingent payments equal to 5% of sales (as defined) in excess of $5.5 million
per year for the years 2003 and 2004. Purchase price allocations, which have
been initially estimated by management, will be adjusted on independent formal
appraisals. Management has estimated that the excess of the purchase price over
net assets acquired will be approximately $2.0 million and will be allocated to
goodwill.
These transactions will be accounted for using the purchase method of
accounting and, accordingly, the results of operations of Insilco have been
included in the Company's financial statements from March 22, 2003 and the
results of operations of APC have been included in the Company's financial
statements from January 2, 2003.
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 March 31, 2003, the Company had
purchased and retired 23,600 Class B shares at a cost of approximately $808,000,
which reduced the number of Class B common shares outstanding.
During the three months ended March 31, 2003, the Company's cash and
cash equivalents decreased by approximately $17.4 million, reflecting
approximately $36.0 million in payments for acquisitions, $.7 million in
purchases of plant and equipment, and $.4 million in dividends offset, in part,
by $10.0 million from proceeds from borrowings, $4.9 million from the sale of
marketable securities, $.1 million provided by the exercise of stock options,
and $4.7 million provided by operating activities.
Cash, marketable securities and cash equivalents and accounts
receivable comprised approximately 41.9% and 55.0% of the Company's total assets
at March 31, 2003 and December 31, 2002, respectively. The Company's current
ratio (i.e., the ratio of current assets to current liabilities) was 5.0 to 1
and 8.1 to 1 at March 31, 2003 and December 31, 2002, respectively.
-18-
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 59% of its identifiable assets are located in Hong
Kong, Macau, and The People's Republic of China. Accordingly, events resulting
from any change in the "Most Favored Nation" status granted to China by the U.S.
could have a material adverse effect on the Company.
Accounting Pronouncements to be Adopted in 2003
-----------------------------------------------
In August 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations". SFAS No. 143 addresses financial accounting and reporting for
obligations and costs associated with the retirement of tangible long-lived
assets. The Company adopted SFAS 143 on January 1, 2003. The adoption of SFAS
No.143 did not have a material impact on the Company's results of operations or
financial position.
In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". This statement eliminates the automatic classification of gain or
loss on extinguishment of debt as an extraordinary item of income and requires
that such gain or loss be evaluated for extraordinary classification under the
criteria of Accounting Principles Board No. 30 "Reporting Results of
Operations". This statement also requires sales-leaseback accounting for certain
lease modifications that have economic effects that are similar to
sales-leaseback transactions, and makes various other technical corrections to
existing pronouncements. This statement 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. The Company adopted SFAS
No. 146 on January 1, 2003. The adoption of SFAS No. 146 did not have a material
impact on the Company's result of operations or financial position.
-19-
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure, an amendment of FASB
Statement No. 123". SFAS No. 148 provides alternative methods of transition for
a voluntary change to the fair value based method of accounting for stock-based
employee compensation. It also requires disclosure in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. SFAS No. 148
is effective for annual and interim periods beginning after December 15, 2002.
The Company will continue to account for stock-based employee compensation under
the recognition and measurement principle of APB Opinion No. 25 and related
interpretations. The Company complied with the additional annual and interim
disclosure requirements effective December 31, 2002 and March 31, 2003. In April
2003, the FASB issued SFAS No. 149, "Amendment of Statement No. 133 on
Derivative Instruments and Hedging Activities." This statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement is effective for contracts
entered into or modified after June 30, 2003, and for hedging relationships
designated after June 30, 2003.
In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, and interpretation of FASB
Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34. FIN
45 clarifies the requirements of FASB Statement No. 5, Accounting for
Contingencies, relating to the guarantor's accounting for, and disclosure of,
the issuance of certain types of guarantees. This interpretation clarifies that
a guarantor is required to recognize, at the inception of certain types of
guarantees, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and initial measurement
provisions of this Interpretation are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002, irrespective of the
guarantor's fiscal year-end. The disclosure requirements in this interpretation
are effective for financial statements of interim or annual periods ending after
December 15, 2002. The Company adopted FIN 45 on January 1, 2003. The adoption
of FIN 45 did not have a material impact on the Company's disclosure
requirements.
In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, "Consolidation of Variable Interest Entities," which
addresses consolidation by business enterprises of variable interest entities.
In general, a variable interest entity is a corporation, partnership, trust, or
any other legal structure used for business purposes that either (a) does not
have equity investors with voting rights or (b) has equity investors that do not
provide sufficient financial resources for the entity to support its activities.
A variable interest entity often holds financial assets, including loans or
receivables, real estate or other property. A variable interest entity may be
essentially passive or it may engage in research and development or other
activities on behalf of another company. The objective of Interpretation No. 46
is not to restrict the use of variable interest entities but to improve
financial reporting by companies involved with variable interest entities. Until
now, a company generally has included another entity in its consolidated
financial statements only if it controlled the entity through voting interests.
Interpretation No. 46 changes that by requiring a variable interest entity to be
consolidated by a company if that company is subject to a majority of the risk
of loss from
-20-
the variable interest entity's activities or entitled to receive a majority of
the entity's residual returns or both. The consolidation requirements of
Interpretation No. 46 apply immediately to variable interest entities created
after January 31, 2003. The consolidation requirements apply to older entities
in the first fiscal year or interim period beginning after June 15, 2003.
Certain of the disclosure requirements apply in all financial statements issued
after January 31, 2003, regardless of when the variable interest entity was
established. The Company does not have any variable interest entities, and,
accordingly, adoption is not expected to have a material effect on the Company.
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.
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
Rules13a-14 and 15d-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 adequate and effective. 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
-----------------
a) The Company commenced an arbitration proceeding before the American
Arbitration Association against Lucent Technologies, Inc. in or about December
2000. The arbitration arises out of an Agreement for the Purchase and Sale of
Assets, dated October 2, 1998 (the "Asset Purchase Agreement"), among Bel Fuse
Inc., Lucent Technologies, Inc. and Lucent Technologies Maquiladores, Inc., and
a related Global Procurement Agreement, dated October 2, 1998 (the "Supply
Agreement"), between Lucent Technologies, Inc., as Buyer, and Bel Fuse Inc., as
Supplier. Pursuant to the Asset Purchase Agreement, the Company purchased
substantially all of the assets of Lucent's signal transformer business.
Pursuant to the Supply Agreement, Lucent agreed that except for limited
instances where Lucent was obligated to purchase product elsewhere, for a term
of 3 1/2 years, Lucent would be obligated, on an as required basis, to purchase
from the Company all of Lucent's requirements for signal transformer products.
The Supply Agreement also provided that the Company would be given the
opportunity to furnish quotations for the sale of other products.
The Company is seeking monetary damages for alleged breaches by Lucent
of the Asset Purchase Agreement and the Supply Agreement. In its answer, Lucent
denied many of the material allegations made by the Company and also asserted
two counterclaims. The counterclaims seek recovery for alleged losses, including
loss of revenue, sustained by Lucent as a result of the Company's alleged breach
of various provisions of the Supply Agreement. The parties are currently engaged
in extensive discovery proceedings. The Company believes it has substantial and
meritorious claims against Lucent and substantial and meritorious defenses to
Lucent's counterclaims. However, the Company cannot predict how the arbitrator
will decide this matter and whether it will have a material effect on the
Company's consolidated financial statements.
b) The Company has received a letter from a third party which states that its
patent covers certain of the Company's modular jack products and indicates the
third party's willingness to grant a non-exclusive license to the Company under
the patent. The Company believes that none of its products are covered by this
particular patent.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
Exhibit 99.1 Certification of Chief Executive Officer and
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2 Certification of Vice President of Finance and
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.3 Risk Factors
(b) On March 26, 2003 the Company filed a Current Report on
Form 8-K describing (under Item 2) the acquisition of the
Passive Components Group of Insilco Technologies, Inc
("Insilco"). The Company completed the acquisition on March
21, 2003.
-22-
On April 29, 2003 the Company filed a Current Report on Form
8-K attaching a press release issued by the Company regarding
the Company's results for the three months ended March 31,
2003. The Current Report on Form 8-K and the attached press
release were furnished by the Company pursuant to Item 12 of
Form 8-K, insofar as they disclose historical information
regarding the Company's results of operations for the three
months ended March 31, 2003.
-23-
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: May 12, 2003
-24-
I, Daniel Bernstein, certify that
1. I have reviewed this quarterly report on Form 10-Q of Bel Fuse Inc;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 12, 2003
By: /s/ Daniel Bernstein
--------------------------------------
Daniel Bernstein, President and
Chief Executive Officer
I, Colin Dunn, certify that
1. I have reviewed this quarterly report on Form 10-Q of Bel Fuse Inc;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 12, 2003
By: /s/ Colin Dunn
---------------------------------------
Colin Dunn, Vice President
of Finance
INDEX OF EXHIBITS
Exhibit 99.1 Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2 Certification of Vice President of Finance pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.3 Risk Factors