================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
-------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
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.)
198 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 August 1, 1996, there were 5,070,195 shares of Common Stock, $.10 par
value, outstanding.
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<PAGE>
BEL FUSE INC.
------------
INDEX
Page Number
-----------
Part I. Financial Information
Item 1. Financial Statements .................................... 1
Consolidated Balance Sheets as of
June 30, 1996 (unaudited) and
December 31, 1995 ....................................... 2 - 3
Consolidated Statements of Operations
for the Six Months and Three Months
Ended June 30, 1996 and 1995
(unaudited) ............................................. 4
Consolidated Statements of
Cash Flows for the Six Months
Ended June 30, 1996 and 1995
(unaudited) ............................................. 5 - 6
Notes to Consolidated Financial
Statements (unaudited) .................................. 7 - 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations ........................................... 9 - 12
Part II. Other Information
Item 1. Legal Proceedings ....................................... 13
Item 6. Exhibits and Reports on Form 8-K ........................ 13
Signatures .......................................................... 14
<PAGE>
PART I. Financial Information
Item 1. Financial Statements
--------------------
Certain information and footnote disclosures required under generally
accepted accounting principles 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, 1995.
The results of operations for the six month period ended June 30, 1996, are
not necessarily indicative of the results to be expected for the entire fiscal
year or for any other period.
-1-
<PAGE>
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, December 31,
1996 1995
----------- -----------
(unaudited)
Current Assets:
Cash and cash equivalents .................. $17,741,231 $ 8,343,925
Marketable securities ...................... 1,591,553 5,556,740
Accounts receivable, less allowance
for doubtful accounts of $155,000 ........ 10,593,570 11,705,344
Inventories ................................ 9,516,877 10,799,731
Prepaid expenses and other current
assets ................................... 607,390 239,511
----------- -----------
Total Current Assets .................. 40,050,621 36,645,251
Property, plant and equipment -- net ........... 26,326,591 26,662,351
Other assets ................................... 1,082,574 1,168,072
----------- -----------
TOTAL ASSETS .......................... $67,459,786 $64,475,674
=========== ===========
(Continued)
See notes to consolidated financial statements.
-2-
<PAGE>
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
1996 1995
----------- -----------
(unaudited)
Current Liabilities:
Accounts payable ............................. $ 1,802,483 $ 3,374,433
Accrued expenses ............................. 4,307,253 4,049,366
Income taxes payable ......................... 1,036,955 539,924
Deferred income taxes ........................ -- 38,000
----------- -----------
Total Current Liabilities ............... 7,146,691 8,001,723
Deferred income taxes ............................ 297,000 584,000
----------- -----------
Total Liabilities ....................... 7,443,691 8,585,723
----------- -----------
Stockholders' Equity:
Preferred stock, no par value --
authorized 1,000,000 shares;
none issued ................................ -- --
Common stock, par value $.10 per
share -- authorized 10,000,000
shares; outstanding 5,070,195 and
5,051,445 shares ........................... 507,020 505,145
Additional paid-in capital ................... 6,974,587 6,811,900
Retained earnings ............................ 52,534,488 48,115,306
Net unrealized gain on marketable
securities ................................. -- 457,600
----------- -----------
Total Stockholders' Equity .............. 60,016,095 55,889,951
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY ................................ $67,459,786 $64,475,674
=========== ===========
See notes to consolidated financial statements.
-3-
<PAGE>
<TABLE>
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
------------------------- -------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales .......................................... $33,405,932 $33,960,253 $16,143,604 $18,110,282
----------- ----------- ----------- -----------
Costs and Expenses:
Cost of sales ................................ 23,363,494 25,027,402 11,323,144 13,389,470
Selling, general and administrative expenses.. 5,699,664 5,770,437 2,905,373 3,089,462
----------- ----------- ----------- -----------
29,063,158 30,797,839 14,228,517 16,478,932
----------- ----------- ----------- -----------
Income from operations ......................... 4,342,774 3,162,414 1,915,087 1,631,350
Other income -- net ............................ 1,453,628 115,004 1,287,406 63,609
Interest (expense) ............................. 1,220 3,111 1,220 224
----------- ----------- ----------- -----------
Earnings before income taxes ................... 5,795,182 3,274,307 3,201,273 1,694,735
Income tax provision ........................... 1,376,000 304,000 1,015,000 198,000
----------- ----------- ----------- -----------
Net earnings ................................... $ 4,419,182 $ 2,970,307 $ 2,186,273 $ 1,496,735
=========== =========== =========== ===========
Earnings per common share ...................... $.87 $.60 $.43 $.30
==== ==== ==== ====
Weighted average number of common
shares outstanding ........................... 5,057,201 4,981,293 5,061,919 4,992,864
========= ========= ========= =========
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE>
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended
June 30,
---------------------------
1996 1995
----------- -----------
Cash flows from operating activities:
Net income .............................. $ 4,419,182 $ 2,970,307
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization ........... 1,419,396 1,345,912
Deferred income taxes ................... (325,000) 86,000
Tax effect of non-qualifying
disposition of stock options .......... 42,000 --
Bad debt reserve ........................ -- 12,000
Inventory obsolescence reserve .......... 300,000 180,000
Net (gain) loss on marketable
securities ............................ (1,152,237) 95,086
Changes in operating assets and
liabilities ........................... 944,712 (1,480,784)
----------- -----------
Net Cash Provided by Operating
Activities ........................ 5,648,053 3,208,521
----------- -----------
Cash flows from investing activities:
Purchase of property, plant and
equipment ................................ (1,072,633) (5,652,667)
Purchase of marketable securities .......... (1,023,641) --
Proceeds from sale of marketable
securities ............................... 5,683,465 2,364,826
Proceeds from repayment by contractor ...... 39,500 14,500
----------- -----------
Net Cash Provided by (used in)
Investing Activities .............. 3,626,691 (3,273,341)
----------- -----------
Cash flows from financing activities:
Proceeds from exercise of stock options .... 122,562 216,850
Repayment of borrowings .................... -- (300,000)
----------- -----------
Net Cash Provided by (used in)
Financing Activities .............. 122,562 (83,150)
----------- -----------
Net Increase (Decrease) in Cash .............. 9,397,306 (147,970)
Cash and Cash Equivalents --
beginning of period ........................ 8,343,925 2,842,894
----------- -----------
Cash and Cash Equivalents --
end of period .............................. $17,741,231 $ 2,694,924
=========== ===========
(Continued)
See notes to consolidated financial statements.
-5-
<PAGE>
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
(unaudited)
Six Months Ended
June 30,
----------------------------
1996 1995
----------- -----------
Changes in operating assets and
liabilities consist of:
Decrease (increase) in accounts
receivable ............................. $ 1,111,774 $(3,035,616)
Decrease (increase) in inventories ....... 982,854 (1,192,106)
(Increase) decrease in prepaid
expenses and other current assets ...... (409,290) 519,829
Decrease in other assets ................. 74,495 47,879
(Decrease) increase in accounts
payable ................................ (1,571,950) 1,085,749
Increase in accrued expenses ............. 257,887 901,637
Increase in income taxes payable ......... 497,031 191,844
----------- -----------
$ 944,712 $(1,480,784)
=========== ===========
Supplementary information:
Cash paid during the period for:
Interest ................................. $ 1,220 $ 3,111
=========== ===========
Income taxes ............................. $ 778,775 $ 13,000
=========== ===========
Supplemental disclosures of non-cash
activities:
Unrealized gains (losses) on
marketable securities .................. $ (457,600) $ 1,215,921
=========== ===========
See notes to consolidated financial statements.
-6-
<PAGE>
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. The consolidated balance sheet as of June 30, 1996, and the consolidated
statements of operations and cash flows for the six months ended June 30, 1996
and 1995 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. Certain items in the June
30, 1995 financial statements have been reclassified to conform to June 30, 1996
classifications. The information for December 31, 1995 was derived from audited
financial statements.
2. Earnings Per Share -- Earnings per common share are computed using the
weighted average number of common shares outstanding during the period. The
dilutive effect of outstanding options at June 30, 1996 and 1995 was not
material.
3. In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation", which is effective for the Company beginning January 1, 1996.
SFAS No. 123 requires expanded disclosures of stock-based compensation
arrangements with employees in Notes to Annual Financial Statements and
encourages (but does not require) compensation cost to be measured based on the
fair value of the equity instrument awarded. Companies are permitted, however,
to continue to apply APB Opinion No. 25, which recognizes compensation cost
based on the intrinsic value of the equity instrument awarded. The Company will
continue to apply APB Opinion No. 25 to its stock based compensation awards to
employees and will disclose the required pro forma effect on net income and
earnings per share in its annual financial statements.
4. Inventories consist of the following:
June 30, 1996 December 31, 1995
------------- -----------------
Raw materials .................. $5,974,799 $ 7,059,330
Work-in-process ................ 53,575 191,518
Finished goods ................. 3,488,503 3,548,883
---------- -----------
$9,516,877 $10,799,731
========== ===========
-7-
<PAGE>
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
5. Property, plant and equipment consists of the following:
June 30, 1996 December 31, 1995
------------- -----------------
Land ................................. $ 835,218 $ 835,218
Buildings and improvements ........... 13,570,013 13,481,550
Machinery and equipment .............. 31,363,620 30,379,639
Idle property held for sale .......... 935,000 935,000
----------- -----------
46,703,851 45,631,407
Less accumulated
depreciation and
amortization ....................... 20,377,260 18,969,056
----------- -----------
Net property, plant and
equipment .......................... $26,326,591 $26,662,351
=========== ===========
6. INCOME TAXES
Financial Accounting Standards Board Statement No. 109, "Accounting for
Income Taxes" (SFAS 109), provides for the recognition of deferred assets
subject to a valuation allowance. At December 31, 1994, the Company established
a valuation allowance equal to the full amount of the tax effect of the net
operating loss carryforward. For the six months ended June 30, 1995, the Company
recognized $208,000, as a reduction of United States and Far East tax expense.
-8-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
-------------------------------------------------
a. 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
----------------------------------------
Six Months Ended Three Months Ended
June 30, June 30,
----------------- ------------------
1996 1995 1996 1995
------ ------ ------ ------
Net sales .......................... 100.0% 100.0% 100.0% 100.0%
Cost of sales ...................... 69.9 73.7 70.1 73.9
Selling, general and
administrative expenses .......... 17.1 17.0 18.0 17.1
Other income, net of
interest expense ................. 4.3 .4 7.9 .4
Earnings before income
tax provision .................... 17.3 9.7 19.8 9.4
Income tax provision ............... 4.1 .9 6.3 1.1
Net earnings ....................... 13.2 8.8 13.5 8.3
The following table sets forth, for the periods indicated, the percentage
increase or decrease of items included in the Company's consolidated statements
of operations.
Increase (Decrease) from Prior Period
-----------------------------------------
Six Months Ended Three Months Ended
June 30, 1996 June 30, 1996
compared with 1995 compared with 1995
------------------ ------------------
Net sales ........................... (1.6)% (10.9)%
Cost of sales ....................... (6.6) (15.4)
Selling, general and
administrative expenses ........... (1.2) (6.0)
Other income -- net ................. * *
Earnings before income tax
provision ......................... 77.0 88.9
Income tax provision ................ 352.6 412.6
Net earnings ........................ 48.8 46.1
- ----------
* Percentage not meaningful
-9-
<PAGE>
Six Months 1996 vs. Six Months 1995
- -----------------------------------
Sales
-----
Net sales decreased 1.6% to $33,405,932 during the first six months of 1996
from $33,960,253 during the first six months of 1995. The Company attributes
this decrease primarily to a general softening in sales and the elimination of
certain low margin products.
Cost of Sales
-------------
Cost of sales as a percentage of net sales decreased 3.8% to 69.9% during
the first six months of 1996 from 73.7% during the first six months of 1995. The
decrease in the cost of sales percentage is primarily attributable to lower raw
material content associated with the current sales mix and elimination of
certain low margin products.
Selling, General and Administrative Expenses
--------------------------------------------
The percentage relationship of selling, general and administrative expenses
to net sales remained relatively constant for the first six months of 1996
compared to the first six months of 1995. Selling, general and administrative
expenses decreased in dollar amount by 1.2%. The decrease in the dollar amount
of such expenses is the result of the Company's cost containment measures.
Other Income and Expenses
-------------------------
Other income, consisting of net realized gains on the sale of marketable
securities and interest and dividends earned on marketable securities and on
cash equivalents increased by $1,338,624 from the first six months of 1995
compared to the first six months of 1996. This increase is primarily due to the
gain on the sale of 112,485 shares of Technitrol, Inc. common stock and to
higher earnings on invested funds due to higher average balances in the first
six months of 1996 compared to the first six months of 1995 offset in part by
the loss on other marketable securities.
Provision for Income Taxes
--------------------------
The provision for income taxes for the first six months of 1996 was
$1,376,000 as compared to $304,000 for the first six months of 1995. This
increase is due primarily to the higher pretax earnings including the gain on
the sale of the Technitrol, Inc. common stock for the first six months of 1996
versus 1995. The 1995 provision for income taxes was reduced by the use of a net
operating loss carryforward which was no longer available in 1996.
The Company's effective tax rate has been lower than the statutory United
States corporate rate primarily as a result of the lower tax rates in Hong Kong
and Macau and the utilization of tax benefits arising from the operating loss
carryforward in the United States and the Far East.
-10-
<PAGE>
Three Months 1996 vs. Three Months 1995
- ---------------------------------------
Sales
-----
Sales decreased 10.9% to $16,143,604 during the second quarter of 1996 from
$18,110,282 during the second quarter of 1995. The Company attributes this
decrease primarily to the reason set forth in the six month analysis.
Cost of Sales
-------------
Cost of sales as a percentage of net sales decreased 2.8% to 70.1% during
the second quarter of 1996 from 73.9% during the second quarter of 1995. The
Company attributes this decrease primarily to the reason set forth in the six
month analysis.
Selling, General and Administrative Expenses
--------------------------------------------
The percentage relationship of selling, general and administrative expenses
to net sales increased .9% from the second quarter of 1995 to the second quarter
of 1996 and selling, general and administrative expenses decreased in dollar
amount by 6%. The Company attributes the increase in selling, general and
administrative expenses to net sales primarily to lower sales and the decrease
in dollar amount of selling, general and administrative expenses primarily to
decreases in commissions and other sales related expenses due to lower sales and
to those reasons set forth in the six month analysis.
Other Income and Expense
------------------------
Other income for the second quarter of 1996 compared to the second quarter
of 1995 increased due to those reasons set forth in the six month analysis.
Provision for Income Taxes
--------------------------
The provision for income taxes increased to $1,015,000 for the second
quarter 1996 from $198,000 for the second quarter of 1995 primarily for those
reasons set forth in the six month analysis.
Liquidity and Capital Resources
-------------------------------
Historically, the Company has financed its capital expenditures through
operating cash flows. 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.
The Company has lines of credit, all of which were unused at June 30, 1996,
in the aggregate amount of $7,000,000, of which $5,000,000 is from domestic
banks and $2,000,000 is from foreign banks.
-11-
<PAGE>
Liquidity and Capital Resources (Continued)
-------------------------------
During the first six months of 1996, the Company's cash increased by $9.4
million, principally reflecting $5.6 million provided by operating activities
and $4.7 from the sale of marketable securities offset in part by $1.1 in
purchases of property, plant and equipment.
The Company has historically followed a policy of reinvesting the earnings
of foreign subsidiaries in the Far East. If the unrepatriated funds were
distributed to the parent corporation, such funds would be subject to United
States federal income taxes. No funds were repatriated during the first six
months of 1996 or 1995.
The Company's shareholders' equity increased by $4.1 million from December
31, 1995 to June 30, 1996, reflecting the Company's first six months profit of
$4.4 million, and the exercise of incentive stock options of $122,000 offset by
a decrease of $400,000 in net unrealized gain on marketable securities as all
gains and losses were realized during the second quarter of 1996.
Cash, accounts receivable and marketable securities comprised approximately
44.4% and 39.7% of the Company's total assets at June 30, 1996 and December 31,
1995, respectively. The Company's current ratio (i.e., the ratio of current
assets to current liabilities) was 5.6 to 1 and 4.6 to 1 at June 30, 1996 and
December 31, 1995, respectively.
-12-
<PAGE>
PART II. Other Information
Item 1. Legal Proceedings
-----------------
See Item 3 of the Company's Form 10-K for the year ended
December 31, 1995.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Company's annual meeting of security holders was held on
May 29, 1996. At the meeting, the Board's nominees were elected to
the Board of Directors for terms of one to three years. The votes
were cast as follows:
FOR WITHHELD
--------- --------
Elliot Bernstein: 4,801,360 12,645
Peter Gilbert: 4,661,960 152,045
John Johnson: 4,793,460 20,545
Robert Simandl: 4,799,660 14,345
John Tweedy: 4,795,760 18,245
There were -0- abstentions and -0- broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits: Exhibit 27.1 Financial Data Schedule.
(b) There were no Current Reports on Form 8-K filed by
the registrant during the quarter ended June 30, 1996.
-13-
<PAGE>
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
(Principal Financial and
Accounting Officer)
Dated: August 13, 1996
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BEL
FUSE INC. AND SUBSIDIARIES FINANCIAL STATEMENTS AT JUNE 30, 1996 AND
THE SIX MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<C> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 17,741,231
<SECURITIES> 1,591,553
<RECEIVABLES> 10,748,570
<ALLOWANCES> 155,000
<INVENTORY> 9,516,877
<CURRENT-ASSETS> 40,050,621
<PP&E> 46,703,851
<DEPRECIATION> 20,377,260
<TOTAL-ASSETS> 67,459,786
<CURRENT-LIABILITIES> 7,146,691
<BONDS> 0
0
0
<COMMON> 507,020
<OTHER-SE> 59,509,075
<TOTAL-LIABILITY-AND-EQUITY> 67,459,786
<SALES> 33,405,932
<TOTAL-REVENUES> 33,405,932
<CGS> 23,363,494
<TOTAL-COSTS> 29,063,158
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5,795,182
<INCOME-TAX> 1,376,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,419,182
<EPS-PRIMARY> .87
<EPS-DILUTED> 0
</TABLE>
