-----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, J4GCNiHsWXkurgyRByrHVwZUdnJ6VcoFuml1IinDWLqcluesAr+rFnzl92GZ9U1I OEY5dSFTAaCGR6bQrTYNSg== 0001005150-03-001680.txt : 20031029 0001005150-03-001680.hdr.sgml : 20031029 20031029144014 ACCESSION NUMBER: 0001005150-03-001680 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031029 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031029 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: 03963302 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 form8k.txt FORM 8-K 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): October 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 October 29, 2003. ITEM 9. REGULATION FD DISCLOSURE. On October 29, 2003, Bel Fuse Inc. (the "Company") issued a press release regarding results for the nine and three months ended September 30, 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 nine and three months ended September 30, 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: October 29, 2003 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press release, dated October 29, 2003, issued by the Company. EX-99.1 3 ex99-1.txt EXHIBIT 99.1 Bel Fuse Inc. [BEL FUSE LOGOGRAPHIC OMITTED] 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's Third Quarter Net Earnings Double On 67% Sales Gain JERSEY CITY, NEW JERSEY, OCTOBER 29, 2003 ... BEL FUSE INC. (NASDAQ:BELFA & NASDAQ:BELFB) announced today that net earnings for the third quarter ended September 30, 2003 doubled to $3,630,000, or $0.32 per diluted share, from $1,746,000, or $0.16 per diluted share, for the third quarter of 2002. Revenue increased 67% to $45,864,000 compared to $27,401,000 for the same period last year. For the nine months ended September 30, 2003, net earnings increased to $8,167,000, or $0.73 per diluted share. This compares to net earnings of $1,218,000, or $0.11 per diluted share, for the first nine months of 2002. Sales increased 68% to $115,632,000 from $68,642,000 for the same period a year earlier. Daniel Bernstein, President, said, "Our strong sales gains largely reflect the acquisition, last Spring, of the Passive Components Group from Insilco Technologies. Profitability has benefited from operating improvements at the Passive Components Group and the introduction of new products, particularly our expanding line of integrated connector modules. Consequently, Bel's third quarter gross margin improved to 29% of sales compared to 23% for the third quarter last year, and income from operations increased to 12% of sales from 7% of sales in the third quarter last year." At September 30, 2003, Bel reported cash, cash equivalents and marketable securities of approximately $52,000,000, working capital of approximately $93,700,000, a current ratio of 5.3-to-1, total term debt of $7,000,000 and shareholders' equity of approximately $140,300,000, or $12.63 per share. 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's Third Quarter Net Earnings Double On 67% Sales Gain October 29, 2003 Page Two CONFERENCE CALL Bel has scheduled a conference call at 11:00 a.m. ET today. A simultaneous webcast of the conference call may be accessed from the Investor Info link at www.BelFuse.com. A replay will be available after 1:00 p.m. ET at this same Internet address. For a telephone replay, dial (800) 633-8284, reservation #21162982 after 1:00 p.m. ET. FORWARD-LOOKING STATEMENTS Except for historical information contained in this news release, the matters discussed 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. In light of the risks and uncertainties, there can be no assurance that any forward-looking statement will in fact prove to be correct. We undertake no obligation to update or revise any forward-looking statements. (table attached) #3431
BEL FUSE INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS ($ 000 omitted, except for per share data)(unaudited) Three Months Ended Nine Months Ended September 30, September 30, -------------- -------------- 2003 2002 2003 2002 Net Sales $ 45,864 $ 27,401 $115,632 $ 68,642 -------- -------- -------- -------- Costs and Expenses: Cost of Sales 32,690 21,147 83,564 54,054 Selling, General and Administrative expenses 7,622 4,260 20,792 12,797 -------- -------- -------- -------- 40,312 25,407 104,356 66,851 -------- -------- -------- -------- Income from operations 5,552 1,994 11,276 1,791 Other income (loss), net (2) 233 114 767 -------- -------- -------- -------- Earnings before income tax provision 5,550 2,227 11,390 2,558 Income tax provision 1,920 481 3,223 1,340 -------- -------- -------- -------- Net earnings $ 3,630 $ 1,746 $ 8,167 $ 1,218 ======== ======== ======== ======== Net earnings per common share Basic $ 0.33 $ .16 $ 0.74 $ .11 ======== ======== ======== ======== Diluted $ 0.32 $ .16 $ 0.73 $ .11 ======== ======== ======== ======== Average common shares outstanding Basic 11,034 10,929 10,979 10,899 ======== ======== ======== ======== Diluted 11,226 11,116 11,130 11,098 ======== ======== ======== ========
CONDENSED CONSOLIDATED BALANCE SHEET DATA ($ 000 omitted) - -------------------------------------------------------------------------------- Sep. 30, Dec. 31, Sep. 30, Dec. 31, ASSETS 2003 2002 LIABILITIES AND 2003 2002 (unaudited) EQUITY (unaudited) - -------------------------------------------------------------------------------- Current assets $115,237 $ 94,504 Current liabilities $ 21,574 $ 11,715 Property, plant & equipment, net $ 45,450 $ 37,605 Long-term liabilities $ 13,018 $ 4,519 Goodwill, net $ 6,861 $ 4,820 Intangibles & Stockholders' equity $140,328 $130,659 other assets $ 7,372 $ 9,964 Total liabilities & Total assets $174,920 $146,893 equity $174,920 $146,893 ======== ======== ======== ========
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