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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 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.
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(Exact name of registrant as specified in its charter)
NEW JERSEY 22-1463699
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(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
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
At November 1, 1997, there were 5,118,545 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
September 30, 1997 (unaudited) and
December 31, 1996 ................................. 2 - 3
Consolidated Statements of Operations
for the Nine Months and Three
Months Ended September 30, 1997
and 1996 (unaudited) .............................. 4
Consolidated Statements of
Cash Flows for the Nine Months
Ended September 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 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 nine month period ended September 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
September 30, December 31,
1997 1996
----------- -----------
(unaudited)
Current Assets:
Cash and cash equivalents .................. $24,871,426 $23,498,491
Marketable securities ...................... 2,472,654 2,981,020
Accounts receivable, less allowance
for doubtful accounts of $195,000 ........ 9,803,863 8,866,440
Inventories ................................ 11,710,759 8,411,540
Prepaid expenses and other current
assets ................................... 628,390 479,012
Deferred income taxes ...................... -- 101,000
----------- -----------
Total Current Assets .................. 49,487,092 44,337,503
Property, plant and equipment -- net ........... 29,065,283 26,321,014
Other assets ................................... 690,918 955,491
----------- -----------
TOTAL ASSETS .......................... $79,243,293 $71,614,008
=========== ===========
(Continued)
See notes to consolidated financial statements.
-2-
<PAGE>
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
1997 1996
----------- -----------
(unaudited)
Current Liabilities:
Accounts payable ............................ $ 2,884,470 $ 3,297,825
Accrued expenses ............................ 5,333,445 3,846,626
Income taxes payable ........................ 650,939 320,460
Deferred income taxes ....................... 47,000 --
----------- -----------
Total Current Liabilities .............. 8,915,854 7,464,911
Deferred income taxes ........................... 904,000 750,000
----------- -----------
Total Liabilities ...................... 9,819,854 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 5,110,420 and
5,070,820 shares .......................... 511,042 507,082
Additional paid-in capital .................. 7,359,652 6,978,900
Retained earnings ........................... 61,538,300 55,920,836
Cumulative currency translation
adjustment ................................ 14,445 (7,721)
----------- -----------
Total Stockholders' Equity ............. 69,423,439 63,399,097
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY ............................... $79,243,293 $71,614,008
=========== ===========
See notes to consolidated financial statements.
-3-
<PAGE>
<TABLE>
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
-------------------------- ---------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales .......................................... $53,119,948 $47,832,403 $18,409,054 $14,426,471
----------- ----------- ----------- -----------
Costs and Expenses:
Cost of sales ................................ 37,165,097 33,984,034 12,687,080 10,620,540
Selling, general and
administrative expenses .................... 9,894,632 8,472,248 3,391,348 2,772,584
----------- ----------- ----------- -----------
47,059,729 42,456,282 16,078,428 13,393,124
----------- ----------- ----------- -----------
Income from operations ......................... 6,060,219 5,376,121 2,330,626 1,033,347
Other income -- net ............................ 1,045,245 1,689,997 363,217 237,589
----------- ----------- ----------- -----------
Earnings before income taxes ................... 7,105,464 7,066,118 2,693,843 1,270,936
Income tax provision ........................... 1,488,000 1,415,000 519,000 39,000
----------- ----------- ----------- -----------
Net earnings ................................... $ 5,617,464 $ 5,651,118 $ 2,174,843 $ 1,231,936
=========== =========== =========== ===========
Earnings per common share ...................... $1.11 $1.12 $.43 $.24
===== ===== ==== ====
Weighted average number of
common shares outstanding .................... 5,078,135 5,061,564 5,089,495 5,070,195
=========== =========== =========== ===========
See notes to consolidated financial statements.
</TABLE>
-4-
<PAGE>
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Nine Months Ended
September 30,
---------------------------
1997 1996
----------- -----------
Cash flows from operating activities:
Net income ................................. $ 5,617,464 $ 5,651,118
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization .......... 2,494,566 2,149,570
Deferred income taxes .................. 302,000 (272,000)
Tax effect of non-qualifying
disposition of stock options ......... 65,000 42,000
Net gain on sale of marketable
securities ........................... (1,430) (1,158,957)
Changes in operating assets and
liabilities .......................... (2,838,361) 3,837,153
----------- -----------
Net Cash Provided by Operating
Activities ....................... 5,639,239 10,248,884
----------- -----------
Cash flows from investing activities:
Purchase of property, plant and
equipment ................................. (5,223,321) (1,659,339)
Purchase of marketable securities .......... (3,470,829) (2,002,786)
Proceeds from sale of marketable
securities ............................... 3,982,450 6,258,847
Proceeds from repayment by contractors ..... 125,684 61,750
----------- -----------
Net Cash (Used in) provided by
Investing Activities ............. (4,586,016) 2,658,472
----------- -----------
Cash flows from financing activities:
Proceeds from exercise of stock options .... 319,712 122,562
----------- -----------
Net Increase in Cash ......................... 1,372,935 13,029,918
Cash and Cash Equivalents --
beginning of period ........................ 23,498,491 8,343,925
----------- -----------
Cash and Cash Equivalents --
end of period .............................. $24,871,426 $21,373,843
=========== ===========
(Continued)
See notes to consolidated financial statements.
-5-
<PAGE>
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(unaudited)
Nine Months Ended
September 30,
---------------------------
1997 1996
----------- -----------
Changes in operating assets and liabilities
consist of:
(Increase) decrease in accounts receivable ... $ (937,423) $ 1,924,144
(Increase) decrease in inventories ........... (3,299,219) 2,213,761
(Increase) in prepaid expenses and
other current assets ....................... (275,062) (314,599)
Decrease in other assets ..................... 249,059 115,944
(Decrease) in accounts payable ............... (413,355) (1,305,820)
Increase in accrued expenses ................. 1,507,160 733,313
Increase in income taxes payable ............. 330,479 470,410
----------- -----------
$(2,838,361) $ 3,837,153
=========== ===========
Supplementary information:
Cash paid during the period for:
Interest ..................................... $ -- $ 1,573
=========== ===========
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 September 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 September 30, 1996
financial statements have been reclassified to conform to September 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 September 30, 1997 and 1996 was not
material.
3. Inventories consist of the following:
September 30, December 31,
1997 1996
----------- -----------
Raw materials .................................... $ 7,315,014 $ 5,718,079
Work-in-process .................................. 75,963 89,660
Finished goods ................................... 4,319,782 2,603,801
----------- -----------
$11,710,759 $ 8,411,540
=========== ===========
4. Property, plant and equipment consists of the following:
September 30, December 31,
1997 1996
----------- -----------
Land ............................................. $ 1,165,821 $ 835,218
Buildings and improvements ....................... 13,963,648 13,510,703
Machinery and equipment .......................... 37,295,872 32,856,003
Idle property held for sale ...................... 935,000 935,000
----------- -----------
53,360,341 48,136,924
Less accumulated depreciation and amortization ... 24,295,058 21,815,910
----------- -----------
Net property, plant and equipment ................ $29,065,283 $26,321,014
=========== ===========
-7-
<PAGE>
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(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
-----------------------------------------
Nine Months Ended Three Months Ended
September 30, September 30,
----------------- -----------------
1997 1996 1997 1996
------ ------ ------ ------
Net sales ......................... 100.0% 100.0% 100.0% 100.0%
Cost of sales ..................... 70.0 71.0 68.9 73.6
Selling, general and
administrative expenses ......... 18.6 17.7 18.4 19.2
Other income, net of
interest expense ................ 2.0 3.5 1.9 1.6
Earnings before income
tax provision ................... 13.4 14.8 14.6 8.8
Income tax provision .............. 2.8 3.0 2.8 .3
Net earnings ...................... 10.6 11.8 11.8 8.5
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
---------------------------------------
Nine Months Ended Three Months Ended
September 30, 1997 September 30, 1997
Compared with 1996 Compared with 1996
------------------ ------------------
Net sales ............................. 11.1% 27.6%
Cost of sales ......................... 9.3 19.5
Selling, general and administrative
expenses ............................ 16.8 22.3
Other income -- net ................... (38.2) 52.9
Earnings before income tax provision .. .6 112.0
Income tax provision .................. 5.2 *
Net earnings .......................... (.6) 76.5
- - ----------
* Percentage not meaningful.
-9-
<PAGE>
NINE MONTHS 1997 VS. NINE MONTHS 1996
SALES
Net sales increased 11.1% from $47,832,403 during the first nine months of
1996 to $53,119,948 during the first nine 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. Such reduced sales reflect the termination of certain
contracts. Sales growth consisted primarily of growth in unit sales.
COST OF SALES
Cost of sales as a percentage of net sales decreased 1.0% to 70.0% during
the first nine months of 1997 from 71.0% during the first nine months of 1996.
The decrease in the cost of sales percentage is primarily attributable to lower
material content associated with the current sales mix offset in part by
increases in direct labor due to the current sales mix which has higher direct
labor associated with it.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
The percentage relationship of selling, general and administrative expenses
to net sales increased from 17.7% for the first nine months of 1996 to 18.6% for
the first nine 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 16.8%. The Company
attributes the increase in dollar amount of such expenses primarily to increased
sales and 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 $644,752 from the first nine months of
1996 to the first nine months of 1997. The decrease is primarily due to the gain
on the sale of 112,485 shares of Technitrol, Inc. common stock recognized during
the first nine months of 1996 offset in part by higher earnings on invested
funds due to greater average balances in 1997 compared to 1996.
PROVISION FOR INCOME TAXES
The provision for income taxes for the first nine months of 1996 was
$1,415,000 as compared to $1,488,000 for the first nine months of 1997. This
increase is due primarily to higher pretax earnings for the first nine months of
1997 versus 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.
-10-
<PAGE>
THREE MONTHS 1997 VS. THREE MONTHS 1996
SALES
Sales increased 27.6% to $18,409,054 during the third quarter of 1997 from
$14,426,471 during the third quarter of 1996. The Company attributes the
increase primarily to the reasons set forth in the nine month analysis.
COST OF SALES
Cost of sales as a percentage of net sales decreased 2.8% during the third
quarter of 1997 as compared to the third quarter of 1996. The Company attributes
the decrease to the reasons set forth in the nine month analysis.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
The percentage relationship of selling, general and administrative expenses
to net sales decreased by .8% during the third quarter of 1997 as compared to
1996. Such decrease reflects the leveraging of certain general and
administrative expenses over a greater sales volume. Selling, general and
administrative expenses increased in dollar amount by 22.3%. The Company
attributes the increase in dollar amount to the reasons set forth in the nine
month analysis.
OTHER INCOME AND EXPENSE
Other income increased for the third quarter of 1997 compared to the third
quarter of 1996 due to higher earnings on invested funds due to greater average
balances in 1997 than in 1996.
PROVISION FOR INCOME TAXES
The provision for income taxes increased to $519,000 for the third quarter
of 1997 from $39,000 for the third quarter of 1996 primarily due to greater
earnings before income taxes and higher United States pretax earnings during the
third quarter of 1997 compared to the third quarter of 1996.
-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 September 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 nine months of 1997, the Company's cash and cash
equivalents increased by $1.4 million, reflecting $5.6 million provided by
operating activities (principally reflecting the Company's profitable
operations) and $4.0 million from the sale of marketable securities, offset in
part by $3.5 million in purchases of marketable securities and $5.2 million in
purchases of plant and equipment.
The Company has historically followed a policy of reinvesting the earnings
of foreign subsidiaries in the Far East. If the unrepatriated earnings were
distributed to the parent corporation, such earnings would be subject to United
States federal income taxes. No earnings were repatriated during the first nine
months of 1997 or 1996.
Cash, accounts receivable and marketable securities comprised approximately
46.8% and 49.3% of the Company's total assets at September 30, 1997 and December
31, 1996, respectively. The Company's current ratio (i.e., the ratio of current
assets to current liabilities) was 5.6 to 1 and 5.9 to 1 at September 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 UNDER 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 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 September 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: November 10, 1997
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BEL
FUSE INC. AND SUBSIDIARIES FINANCIAL STATEMENTS AT SEPTEMBER 30, 1997
AND THE NINE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 24,871,426
<SECURITIES> 2,472,654
<RECEIVABLES> 9,998,863
<ALLOWANCES> 195,000
<INVENTORY> 11,710,759
<CURRENT-ASSETS> 49,487,092
<PP&E> 53,360,341
<DEPRECIATION> 24,295,058
<TOTAL-ASSETS> 79,243,293
<CURRENT-LIABILITIES> 8,915,854
<BONDS> 0
<COMMON> 511,042
0
0
<OTHER-SE> 68,912,397
<TOTAL-LIABILITY-AND-EQUITY> 79,243,293
<SALES> 53,119,948
<TOTAL-REVENUES> 53,119,948
<CGS> 37,165,097
<TOTAL-COSTS> 47,059,729
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 7,105,464
<INCOME-TAX> 1,488,000
<INCOME-CONTINUING> 5,617,464
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,617,464
<EPS-PRIMARY> 1.11
<EPS-DILUTED> 0
</TABLE>
