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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
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, 1997, there were 5,074,945 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, 1997 (unaudited) and
December 31, 1996 2 - 3
Consolidated Statements of Operations
for the Six Months and Three Months
Ended June 30, 1997 and 1996 (unaudited) 4
Consolidated Statements of
Cash Flows for the Six Months
Ended June 30, 1997 and 1996
(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 4. Submission of Matters to a Vote
of Security Holders 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, 1996.
The results of operations for the six month period ended June 30, 1997, 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,
1997 1996
------------ ------------
(unaudited)
Current Assets:
Cash and cash equivalents $20,640,328 $23,498,491
Marketable securities 3,963,220 2,981,020
Accounts receivable, less allowance
for doubtful accounts of $195,000 10,619,865 8,866,440
Inventories 10,562,175 8,411,540
Prepaid expenses and other current
assets 719,030 479,012
Deferred income taxes 101,000 101,000
----------- -----------
Total Current Assets 46,605,618 44,337,503
Property, plant and equipment - net 28,556,479 26,321,014
Other assets 798,420 955,491
----------- -----------
TOTAL ASSETS $75,960,517 $71,614,008
=========== ===========
(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,
1997 1996
----------- ------------
(unaudited)
Current Liabilities:
Accounts payable $ 3,002,473 $ 3,297,825
Accrued expenses 4,821,505 3,846,626
Income taxes payable 333,320 320,460
----------- -----------
Total Current Liabilities 8,157,298 7,464,911
Deferred income taxes 912,000 750,000
----------- -----------
Total Liabilities 9,069,298 8,214,911
----------- -----------
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 5,074,945 and
5,070,820 shares 507,495 507,082
Additional paid-in capital 7,012,612 6,978,900
Retained earnings 59,363,457 55,920,836
Cumulative currency translation
adjustment 7,655 (7,721)
----------- -----------
Total Stockholders' Equity 66,891,219 63,399,097
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $75,960,517 $71,614,008
=========== ===========
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,
--------------------------- --------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales $34,710,894 $33,405,932 $18,748,690 $16,143,604
----------- ----------- ----------- -----------
Costs and Expenses:
Cost of sales 24,478,017 23,363,494 13,107,902 11,323,144
Selling, general and
administrative expenses 6,503,284 5,699,664 3,408,975 2,905,373
----------- ----------- ----------- -----------
30,981,301 29,063,158 16,516,877 14,228,517
----------- ----------- ----------- -----------
Income from operations 3,729,593 4,342,774 2,231,813 1,915,087
Other income - net 682,028 1,453,628 341,949 1,287,406
Interest (expense) -- 1,220 -- 1,220
----------- ----------- ----------- -----------
Earnings before income taxes 4,411,621 5,795,182 2,573,762 3,201,273
Income tax provision 969,000 1,376,000 441,000 1,015,000
----------- ----------- ----------- -----------
Net earnings $ 3,442,621 $ 4,419,182 $ 2,132,762 $ 2,186,273
=========== =========== =========== ===========
Earnings per common share $.68 $.87 $.42 $.43
==== ==== ==== ====
Weighted average number of
common shares outstanding 5,072,919 5,051,857 5,073,736 5,061,919
========= ========= ========= =========
</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,
--------------------------------
1997 1996
----------- -----------
Cash flows from operating activities:
Net income $ 3,442,621 $ 4,419,182
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 1,630,050 1,419,396
Deferred income taxes 162,000 (325,000)
Tax effect on non-qualifying
disposition of stock options 7,000 42,000
Net (gain) on sale of marketable
securities -- (1,152,237)
Changes in operating assets and
liabilities (3,375,201) 1,244,712
----------- -----------
Net Cash Provided by Operating
Activities 1,866,470 5,648,053
----------- -----------
Cash flows from investing activities:
Purchase of property, plant and
equipment (3,855,172) (1,072,633)
Purchase of marketable securities (3,962,825) (1,023,641)
Proceeds from sale of marketable
securities 2,982,450 5,683,465
Proceeds from repayment by contractor 83,789 39,500
----------- -----------
Net Cash (used in) provided by
Investing Activities (4,751,758) 3,626,691
----------- -----------
Cash flows from financing activities:
Proceeds from exercise of stock options 27,125 122,562
----------- -----------
Net (Decrease) Increase in Cash (2,858,163) 9,397,306
Cash and Cash Equivalents -
beginning of period 23,498,491 8,343,925
----------- -----------
Cash and Cash Equivalents -
end of period $20,640,328 $17,741,231
=========== ===========
(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,
-------------------------------
1997 1996
----------- -----------
Changes in operating assets and
liabilities consist of:
(Increase) decrease in accounts
receivable $(1,753,425) $ 1,111,774
(Increase) decrease in inventories (2,150,635) 1,282,854
(Increase) in prepaid expenses and
other current assets (323,807) (407,379)
Decrease in other assets 146,728 74,495
(Decrease) in accounts payable (295,352) (1,571,950)
Increase in accrued expenses 988,430 257,887
Increase in income taxes payable 12,860 497,031
----------- -----------
$(3,375,201) $ 1,244,712
=========== ===========
Supplementary information:
Cash paid during the period for:
Interest $ -- $ 1,220
=========== ===========
Income taxes $ 787,941 $ 778,775
=========== ===========
Supplemental disclosures of non-cash
activities:
Unrealized gains on marketable
securities $ -- $ (457,600)
=========== ===========
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, 1997, 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. Certain items in the June 30, 1996
financial statements have been reclassified to conform to June 30, 1997
classifications. The information for December 31, 1996 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, 1997 and 1996 was not
material.
3. Inventories consist of the following:
June 30, 1997 December 31, 1996
------------- -----------------
Raw materials $ 6,878,294 $ 5,718,079
Work-in-process 66,475 89,660
Finished goods 3,617,406 2,603,801
----------- -----------
$10,562,175 $ 8,411,540
=========== ===========
4. Property, plant and equipment consists of the following:
June 30, 1997 December 31, 1996
------------- -----------------
Land $ 1,165,821 $ 835,218
Buildings and improvements 13,963,648 13,510,703
Machinery and equipment 35,927,627 32,856,003
Idle property held for sale 935,000 935,000
----------- -----------
51,992,096 48,136,924
Less accumulated
depreciation and
amortization 23,435,617 21,815,910
----------- -----------
Net property, plant and
equipment $28,556,479 $26,321,014
=========== ===========
-7-
<PAGE>
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
5. Recent Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share", which
establishes new standards for computing and presenting net income per share
and replaces the standards previously found in Accounting Principles Board
Opinion No. 15, "Earnings Per Share". The Company will begin reporting net
income per share according to this new standard in its 1997 annual report on
Form 10-K. The Company does not expect the implementation of SFAS No. 128 to
have a material effect on the Company's computation of earnings per share.
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive Income",
("SFAS 130") and No. 131 "Disclosure about Segments of an Enterprise and Related
Information", ("SFAS 131"). SFAS 130 establishes standards for reporting the
display of comprehensive income and its components in a full set of
general-purpose financial statements. This Statement requires that an
enterprise (a) classify items of other comprehensive income by their nature in a
financial statement and (b) display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of a statement of financial position.
SFAS 131 establishes standards for the way that public business enterprises
report information about operating segments in annual financial statements and
requires that those enterprises report selected information about operating
segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas, and major customers.
Both of these statements are effective for fiscal periods beginning after
December 15, 1997. The Company has not yet determined the impact, if any, of
adopting these standards.
-8-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
---------------------------------------------------------------
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,
------------------- ------------------
1997 1996 1997 1996
------ ------ ------ ------
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 70.5 69.9 69.9 70.1
Selling, general and
administrative expenses 18.7 17.1 18.2 18.0
Other income, net of
interest expense 2.0 4.3 1.8 7.9
Earnings before income
tax provision 12.7 17.3 13.7 19.8
Income tax provision 2.8 4.1 2.3 6.3
Net earnings 9.9 13.2 11.4 13.5
The following table sets forth, for the periods indicated, the percentage
increase (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, 1997 June 30, 1997
compared with 1996 compared with 1996
------------------ ------------------
Net sales 3.9 % 16.1 %
Cost of sales 4.8 15.8
Selling, general and
administrative
expenses 14.1 17.3
Other income - net (53.1) (73.4)
Earnings before
income tax provision (23.9) (19.6)
Income tax provision (29.6) (56.6)
Net earnings (22.1) (2.5)
-9-
<PAGE>
Six Months 1997 vs. Six Months 1996
-----------------------------------
Sales
-----
Net sales increased 3.9% from $33,405,932 during the first six months of
1996 to $34,710,894 during the first six months of 1997. The Company attributes
this increase primarily to sales growth in magnetic components for network and
fuse products offset, in part, by reduced sales of customer-specific value-added
circuits and assemblies. Sales growth consisted of growth in unit sales.
Cost of Sales
-------------
Cost of sales as a percentage of net sales increased .6% to 70.5% during
the first six months of 1997 from 69.9% during the first six months of 1996. The
increase in the cost of sales percentage is primarily attributable to
increases in direct labor due to the current sales mix which has higher direct
labor associated with it offset, in part, by lower material content associated
with the current sales mix.
Selling, General and Administrative Expenses
--------------------------------------------
The percentage relationship of selling, general and administrative expenses
to net sales increased from 17.1% for the first six months of 1996 to 18.7% for
the first six months of 1997. The Company attributes the increase primarily to
increases in sales salaries and sales related expenses. Selling, general and
administrative expenses increased in dollar amount by 14.1%. The Company
attributes the increase in dollar amount of such expenses primarily to increases
in sales salaries and sales related expenses.
Other Income and Expenses
-------------------------
Other income, consisting of net realized gains on the sale of marketable
securities, interest and dividends earned on marketable securities and on cash
equivalents, decreased by approximately $771,600 from the first six months of
1996 to the first six months of 1997. The decrease is primarily due to the gain
on the sale of 112,485 shares of Technitrol, Inc. common stock during the first
six months of 1996 offset in part by higher earnings on invested funds due to
higher average balances in 1997 compared to 1996.
Provision for Income Taxes
--------------------------
The provision for income taxes for the first six months of 1996 was
$1,376,000 as compared to $969,000 for the first six months of 1997. This
decrease is due primarily to higher pretax earnings for the first six months of
1996 versus 1997 (including the gain on the sale of Technitrol, Inc. common
stock during the second quarter of 1996) offset in part by higher United States
pretax earnings during the first six months of 1997.
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.
-10-
<PAGE>
Three Months 1997 vs. Three Months 1996
- ---------------------------------------
Sales
-----
Sales increased 16.1% to $18,748,690 during the second quarter of 1997 from
$16,143,604 during the second quarter of 1996. The Company attributes the
increase primarily to the reason set forth in the six month analysis.
Cost of Sales
-------------
Cost of sales as a percentage of net sales remained relatively constant
during the second quarter of 1997 as compared to 1996.
Selling, General and Administrative Expenses
--------------------------------------------
The percentage relationship of selling, general and administrative
expenses to net sales remained relatively constant during the second quarter of
1997 as compared to 1996. Selling, general and administrative expenses increased
in dollar amount by 17.3%. The Company attributes the increase in dollar amount
to the reasons set forth in the six month analysis.
Other Income and Expense
------------------------
Other income decreased for the second quarter of 1997 compared to the
second quarter of 1996 due to those reasons set forth in the six month analysis.
Provision for Income Taxes
--------------------------
The provision for income taxes decreased to $441,000 for the second quarter
of 1997 from $1,015,000 for the second quarter of 1996 primarily for those
reasons set forth in the six month analysis.
-11-
<PAGE>
Liquidity and Capital Resources
-------------------------------
Historically, the Company has financed its capital expenditures through
cash flows from operating activities. Management believes that the cash flow
from operations, combined with its existing capital base and the Company's
available lines of credit, will be sufficient to fund its operations for the
near term. This statement represents a forward-looking statement. Actual
results could differ materially from such statement if the Company experiences
substantial unanticipated cash requirements.
The Company has lines of credit, all of which were unused at June 30, 1997,
in the aggregate amount of $7.0 million, of which $5.0 million is from domestic
banks and $2.0 million is from foreign banks.
During the first six months of 1997, the Company's cash and cash
equivalents decreased by $2.9 million, reflecting $4.0 million in purchases of
marketable securities and $3.9 million in purchases of plant and equipment,
offset in part by $1.9 million provided by operating activities and $3.0 million
from the sale of marketable securities.
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 1997 or 1996.
Cash, accounts receivable and marketable securities comprised approximately
46.4% and 49.3% of the Company's total assets at June 30, 1997 and December 31,
1996, respectively. The Company's current ratio (i.e., the ratio of current
assets to current liabilities) was 5.7 to 1 and 5.9 to 1 at June 30, 1997 and
December 31, 1996, respectively.
This report contains forward-looking statements that involve substantial
risks and uncertainties. The Company's actual results could differ materially
from those discussed herein. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed in the "Business",
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", and "Risks and Uncertainties" captions in the Company's Form 10-K
for the year ended December 31, 1996.
-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, 1996.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Company's annual meeting of security holders was held on
May 29, 1997. At the meeting the Board's nominees were elected to the
Board of Directors for a term of three years. The votes were cast as
follows:
For Withheld
--- --------
Howard Bernstein 4,355,604 19,835
John Tweedy 4,358,929 16,510
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, 1997.
-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 12, 1997
-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, 1997 AND THE SIX
MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 20,648,328
<SECURITIES> 3,963,220
<RECEIVABLES> 10,814,865
<ALLOWANCES> 195,000
<INVENTORY> 10,562,175
<CURRENT-ASSETS> 46,605,618
<PP&E> 51,992,096
<DEPRECIATION> 23,435,617
<TOTAL-ASSETS> 75,960,517
<CURRENT-LIABILITIES> 8,157,298
<BONDS> 0
0
0
<COMMON> 507,495
<OTHER-SE> 66,383,724
<TOTAL-LIABILITY-AND-EQUITY> 75,960,517
<SALES> 34,710,894
<TOTAL-REVENUES> 34,710,894
<CGS> 24,478,017
<TOTAL-COSTS> 30,981,301
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,411,621
<INCOME-TAX> 969,000
<INCOME-CONTINUING> 3,442,621
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,442,621
<EPS-PRIMARY> .68
<EPS-DILUTED> 0
</TABLE>
