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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KA/1
(Amends and restates Item 1 solely to correct
one figure under the caption "Backlog")
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee Required)
For the Fiscal Year Ended December 31, 1995
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required) For the
transition period from ________ to _________
Commission File Number 0-11676
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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.)
198 Van Vorst Street, Jersey City, New Jersey 07302
(201) 432-0463
(Address and telephone number, including area code, of registrant's
principal executive office)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.10 par value
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Aggregate market value of voting stock held by non-affiliates as of March
15, 1996 was approximately $42,162,897 (based upon the closing sales price of
those shares reported on the National Association of Securities Dealers
Automated Quotation System for that day).
Number of shares of Common Stock outstanding as of March 15, 1996:
5,052,445
Documents incorporated by reference:
Bel Fuse Inc.'s Definitive Proxy Statement for the 1996 Annual Meeting of
Stockholders is incorporated by reference into Part III.
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<PAGE>
PART I
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Item 1. Business
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General
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Bel Fuse Inc. (the "Company"), organized under New Jersey law, is engaged
in the design, manufacture and sale of products used in local area networking,
telecommunication, business equipment, automotive and consumer electronic
applications. The Company operates facilities throughout the world. The Company
maintains its principal executive offices at 198 Van Vorst Street, Jersey City,
New Jersey 07302; telephone (201) 432-0463. The term "Company" as used in this
Annual Report on Form 10-K refers to Bel Fuse Inc. and its consolidated
subsidiaries unless otherwise specified.
Recent Developments
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From October 3, 1994 through November 8, 1994, the Company acquired 531,400
Class A Voting Common Shares of Pulse Engineering, Inc. ("Pulse"), representing
approximately 9.7% of Pulse's outstanding shares, at a cost of $2,464,839.
Effective September 29, 1995 Technitrol, Inc. ("Technitrol") acquired all
of the outstanding common stock of Pulse under an Agreement and Plan of Merger
dated May 23, 1995. The Company received $1,662,000 in cash plus 193,585 shares
of Technitrol common stock valued at $3,194,000. As of the date hereof, the
Company owns 112,485 shares of Technitrol, Inc. common stock.
At December 31, 1995, the Company accrued $400,000 of severance and
relocation costs in connection with the relocation of its sales office in France
to the United Kingdom to service its changing European customer base.
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Product Groups
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Magnetic Components
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The Company manufactures a broad range of magnetic components. These
wire-wound devices perform such functions as signal delay, signal timing, signal
conditioning, impedance matching, filtering, isolation, power conversion and
power transfer. The Company directs its design and marketing efforts to supply
the needs of the following markets: manufacturers of networking and
telecommunication equipment, computer manufacturers, and consumer, automotive
and industrial electronic manufacturers. Although applications tend to overlap,
the magnetic components manufactured by the Company fall into three major
groups:
1. Pulse Transformers
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These small wire-wound components offer the end user an inexpensive
answer to surge protection, isolation and signal transfer. The major
customers are the manufacturers of networking equipment, telecommunication
equipment and computers.
2. Delay Lines, Filters and DC/DC Converters
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These components are supplied to the same customer base as pulse
transformers. They are densely packaged combinations of wire-wound
components and other passive and active components such as capacitors,
resistors and silicon integrated circuits (IC's). They perform the critical
functions of timing, signal conditioning and power conversion.
3. Power Transformers, Line Chokes, Coils
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The basic functions of power transformers include AC voltage
conversion and isolation; and they convert the power from the supply line
to the supply circuitry of a given electronic instrument such as a TV or
VCR. Line chokes block the conducted and radiated emissions of a power
supply, and coils are used for supply and control circuitry in TV's and
VCR's. These products are typically sold in large volume orders and are
subject to highly competitive pricing pressures.
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Packaged Modules and Thick Film Hybrids
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The Company supplies packaged modules to end users in several other
industries whose requirements can be satisfied by combining in one integrated
package one or more of the Company's capabilities in surface mount assembly,
automatic winding, hybrid fabrication and component encapsulation.
Thick film hybrids are dense, reliable, high quality electronic
microcircuits. The term "thick film hybrid" describes a method for screen
printing conductors, resistors and capacitors onto a ceramic substrate. This
substrate becomes a hybrid circuit when components such as integrated circuits,
transistors, capacitors, and inductors are added to the substrate in order to
form a functioning electrical circuit. The Company incorporates facets of this
technology in the design and manufacture of many of its other products including
packaged modules.
MINIATURE AND MICRO FUSES
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Fuses prevent currents in an electrical or electronic circuit from
exceeding certain predetermined levels. Fuses act as a safety valve to protect
expensive components from damage or to cut off high currents before they can
generate enough heat to cause smoke or fire. The Company manufactures miniature
and micro fuses for supplementary circuit protection. The Company sells its
fuses to a world-wide market. They are used in such products as televisions,
VCR's, power supplies, computers, telephones and networking assemblies.
Marketing
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The Company sells its products to approximately 530 customers throughout
North America, Western Europe and the Far East. Sales are made through
independent sales representative organizations and authorized distributors who
are overseen by the Company's regional sales personnel throughout the world.
Presently the Company has 49 sales representative organizations, 24
non-exclusive distributors and a sales staff of 17 persons.
The Company has written agreements with all of its sales representative
organizations and major distributors. Written agreements terminable on short
notice by either party are standard in the industry.
Finished products manufactured by the Company in its Far East facilities
are, in general, either sold to the Company's Jersey City facility for resale to
customers or are shipped directly to customers throughout the world. For further
information regarding the Company's geographic operations, see Note 6 of Notes
to Consolidated Financial Statements.
The Company had sales to two customers who manufacture electronic equipment
in excess of ten percent of 1995 consolidated sales. The amounts and percentage
of consolidated sales were approximately $9,163,000 (13%) and $8,606,000 (12%).
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Foreign Land Leases
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The territories of Hong Kong and Macau will revert to the Peoples Republic
of China pursuant to long-term land leases which expire in the middle of 1997
and the end of 1999, respectively. Management cannot presently predict what
impact, if any, the expiration of these leases 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 81% of its identifiable assets are located in Hong Kong, Macau,
and The People's Republic of China. Accordingly, events resulting from the
expiration of such leases could have a material adverse effect on the Company.
Research and Development
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The Company's research and development efforts in 1995 were spread amongst
all of the Company's current product lines. The Company maintains continuing
programs to improve the reliability of its products and to design specialized
assembly equipment to increase manufacturing efficiencies. The Company's
research and development facilities are located in Indiana, California and Hong
Kong. Research and development costs amounted to $3,384,000 in 1995.
Suppliers
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The Company has multiple suppliers for most of the raw materials that it
purchases. Increasing demand for surface-mount components throughout the
electronics industry may result in longer lead times. Where possible, the
Company has contractual agreements with suppliers to assure continuing supply of
critical components.
With respect to those items which are purchased from single sources, the
Company believes that compatible items would be available in the event that
there were a termination of the Company's existing business relationships with
any such particular supplier. While such an eventuality resulting from such
termination could produce a disruption in production, the Company does not
believe that the termination of business with any of its suppliers would have a
material adverse effect on its long-term operations.
Backlog
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The Company normally manufactures products against firm orders.
Cancellation and return arrangements are normally negotiated by the Company on a
transactional basis. The Company's backlog of orders as of February 29, 1996 was
approximately $28.0 million, as compared with a backlog of $19.9 million as of
February 28, 1995. Management expects that the Company's backlog as of February
29, 1995 will be shipped by December 31, 1996 except for approximately $7.0
million.
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Trademarks and Patents
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The Company has been granted a number of U.S. patents and has additional
U.S. patent applications pending relating to its products. While the Company
believes that the issued patents are defendable and that the pending patent
applications relate to patentable inventions, there can be no assurance that a
patent will issue from the applications or that its existing patents can be
successfully defended. It is management's opinion that the successful
continuation and operation of the Company's business does not depend upon the
ownership of patents or the granting of pending patent applications, but upon
the innovative skills, technical competence and marketing and managerial
abilities of its personnel. The patents have a life of seventeen years from the
date of issue.
The Company utilizes six U.S. registered trademarks -- BELIMITER, BELFUSE,
BEL, SLOBEL, MICROBEL and SURFUSE -- to identify various products that it
manufactures. The trademarks survive as long as they are in use and expire
between 1997 and 2007.
Competition
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There are numerous independent companies and divisions of major companies
which manufacture products that are competitive with one or more of the
Company's products. Some of the Company's competitors possess greater financial,
marketing and other resources than those available to the Company. The Company's
ability to compete is dependent upon several factors, including product
performance, quality, reliability, design and price. For information regarding
the effect of price competition on the Company's consolidated results of
operations, see "Managements' Discussion and Analysis of Financial Condition and
Results of Operations".
Employees
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As of December 31, 1995, the Company had 680 full-time employees. The
Company employed 83 people in its U.S. facilities and 597 throughout the rest of
the world excluding workers employed by independent contractors. The Company's
employees are not represented by any labor union. The Company believes that its
relations with employees are satisfactory.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this Form 10KA/1 has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.
BEL FUSE, INC.
BY: /s/ DANIEL BERNSTEIN
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Daniel Bernstein, President
Dated: April 15, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
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/s/ ELLIOT BERNSTEIN Chairman of the Board
- ------------------------- and Director (Principal April 15, 1996
Elliot Bernstein Executive Officer)
/s/ DANIEL BERNSTEIN President, (Principal
- ------------------------- Financial and Account- April 15, 1996
Daniel Bernstein ing Officer) and
Director
/s/ HOWARD B. BERNSTEIN Director April 15, 1996
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Howard B. Bernstein
/s/ ROBERT H. SIMANDL Director April 15, 1996
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Robert H. Simandl
/s/ PETER GILBERT Director April 15, 1996
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Peter Gilbert
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