-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LXe+0uR2TyfBgZA7Bv2Vf4pjpYaC10RKvm4wwdLwT5EtAYAIZqLtImgFKS/COJ7S SWNb4XD7hpt3/v6hep/DUw== 0001005150-03-000834.txt : 20030429 0001005150-03-000834.hdr.sgml : 20030429 20030429102105 ACCESSION NUMBER: 0001005150-03-000834 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030429 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEL FUSE INC /NJ CENTRAL INDEX KEY: 0000729580 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COILS, TRANSFORMERS & OTHER INDUCTORS [3677] IRS NUMBER: 221463699 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11676 FILM NUMBER: 03668040 BUSINESS ADDRESS: STREET 1: 206 VAN VORST ST. CITY: JERSEY CITY STATE: NJ ZIP: 07032 BUSINESS PHONE: 2014320463 MAIL ADDRESS: STREET 1: 206 VAN VORST ST. CITY: JERSEY CITY STATE: NJ ZIP: 07032 8-K 1 form8-k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2003 -------------- BEL FUSE INC. -------------------------------------------------- (Exact name of registrant as specified in charter) New Jersey 0-11676 22-1463699 --------------- ----------- -------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 206 Van Vorst Street, Jersey City, New Jersey 07302 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 432-0463 -------------- ------------------------------------------------------------ (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits As described in Item 9 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K: 99.1 Press Release of Bel Fuse Inc. dated April 29, 2003. ITEM 9. REGULATION FD DISCLOSURE. On April 29, 2003, Bel Fuse Inc. (the "Company") issued a press release regarding results for the three months ended March 31, 2003. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. This Current Report on Form 8-K and the press release attached hereto are being 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. In accordance with General Instruction B.6 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. SIGNATURE 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 ----------------------------- Name: Daniel Bernstein Title: President Date: April 29, 2003 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release, dated April 29, 2003, issued by the Company. EX-99.1 3 ex99-1.txt - ------------------------------------------------------------------------------- [GRAPHIC OMITTED] BEL FUSE INC. 206 Van Vorst Street FOR IMMEDIATE RELEASE Jersey City, NJ 07302 www.belfuse.com tel 201.432.0463 fax 201.432.9542 - ------------------------------------------------------------------------------- INVESTOR CONTACT: COMPANY CONTACT: Neil Berkman Associates Daniel Bernstein (310) 277-5162 President info@berkmanassociates.com (201) 432-0463 - ------------------------------------------------------------------------------- BEL REPORTS FIRST QUARTER RESULTS Net Income Is $0.16 Per Diluted Share Versus A Loss of $0.17 Per Share Revenue Increases to $24.9 Million From $16.5 Million JERSEY CITY, NEW JERSEY, April 29, 2003 . . . BEL FUSE INC. (NASDAQ:BELFA & NASDAQ:BELFB) today announced preliminary unaudited results for the first quarter ended March 31, 2003. Net income for the first quarter increased to $1,780,000, or $0.16 per diluted share. This compares to a net loss for the first quarter of 2002 of $1,821,000, or $0.17 per share. Revenue increased 51% to $24,947,000 for this year's first quarter from $16,514,000 for the first quarter of 2002. Effective March 22, 2003, Bel completed the acquisition of the Passive Components Group from Insilco Technologies, Inc., which included the net assets of Stewart Connector Systems, Inc., InNet Technologies, Inc., Signal Transformer Co., Inc. and related entities. The contribution to Bel's first quarter revenue attributable to this acquisition was approximately $1,900,000. Daniel Bernstein, President, said, "Together with the acquisition in January 2003 of the Communications Products Division of Advanced Power Components plc (APC), the Insilco transaction expands our customer base throughout the world and diversifies our product line, making Bel more attractive to customers seeking a greater variety of products from individual suppliers." Bernstein added, "The integration of APC is complete, and we have already made significant progress consolidating the Insilco companies into Bel's global operations. We expect this project to be substantially completed during the second quarter." At March 31, 2003, Bel reported cash, cash equivalents and marketable securities of approximately $41,711,000, working capital of approximately $84,715,000, a current ratio of 4.5-to-1, total term debt of $10,000,000 and shareholders' equity of approximately $132,161,000. ABOUT BEL Bel (www.BelFuse.com) and its subsidiaries are primarily engaged in the design, manufacture and sale of products used in networking, telecommunications, high speed data transmission, automotive and consumer electronics. Products include magnetics and connectors for voice and data transmission, fuses, DC/DC converters, delay lines and hybrid circuits. The Company operates facilities around the world. (more) BEL REPORTS FIRST QUARTER RESULTS April 29, 2003 Page Two CONFERENCE CALL Bel has scheduled a conference call at 11:00 AM ET today. A simultaneous WebCast of the conference call may be accessed online from the Investor Information link at www.BelFuse.com. A replay will be available after 6:30 PM ET at this same Internet address. For a telephone replay, dial (800) 633-8284, reservation #21141301 after 1:00 PM ET. FORWARD-LOOKING STATEMENTS Except for historical information contained in this news release, the matters discussed,including, the Company's timing estimate with respect to the integration of the businesses acquired from Insilco and statements made regarding customer preferences, are forward looking statements that involve risks and uncertainties. Among the factors that could cause actual results to differ materially from such statements are: the market concerns facing our customers, the continuing viability of sectors that rely on our products, the effect of business and economic conditions; the difficulties inherent in integrating remote business that may have followed business practices that differ from the Company's business practices; capacity and supply constraints or difficulties; product development, commercializing or technological difficulties; the regulatory and trade environment; uncertainties associated with legal proceedings; the market's acceptance of the Company's new products and competitive responses to those new products, and the risk factors detailed from time to time in the Company's SEC reports. (table attached) BEL FUSE INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS ($000 omitted, except for per share data) Three Months Ended March 31, ------------------- 2003 2002 -------- -------- (unaudited) Net Sales $ 24,947 $ 16,514 -------- -------- Costs and Expenses: Cost of Sales 17,967 14,361 Selling, General and Administrative expenses 4,847 4,094 -------- -------- 22,814 18,455 -------- -------- Income (loss) from operations 2,133 (1,941) Other income - net 116 252 -------- -------- Earnings (loss) before income tax provision 2,249 (1,689) Income tax provision 469 132 -------- -------- Net Earnings (Loss) $ 1,780 $ (1,821) ======== ======== Net Earnings (Loss) per common share: Primary $ 0.16 $ (0.17) Diluted $ 0.16 $ (0.17) Average common shares outstanding: Primary 10,945 10,847 Diluted 11,072 10,847 CONDENSED CONSOLIDATED BALANCE SHEET DATA ($000 omitted) Mar. 31, Dec. 31, LIABILITIES AND Mar. 31, Dec. 31, ASSETS 2003 2002 EQUITY 2003 2002 - ------ -------- -------- --------------- --------- -------- (unaudited) (unaudited) Current assets $105,700 $ 94,504 Current liabilities $ 20,985 $ 11,715 Property, plant & equipment, net $ 48,082 $ 37,605 Long-term liabilities $ 13,176 $ 4,519 Goodwill, net $ 11,641 $ 7,625 Other assets $ 899 $ 7,159 Stockholders' equity $132,161 $130,659 -------- -------- -------- -------- Total assets $166,322 $146,893 Total liabilities & ======== ======== equity $166,322 $146,893 ======== ======== -----END PRIVACY-ENHANCED MESSAGE-----