[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the Quarterly Period Ended March 31, 2013
|
|
or
|
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from ___________ to ____________
|
NEW JERSEY
|
22-1463699
|
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
Yes [X]
|
No [ ]
|
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer [ ]
|
Accelerated filer [X]
|
Non-accelerated filer [ ]
(Do not check if a smaller reporting company)
|
Smaller reporting company [ ]
|
||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
|
Yes [ ]
|
No [X]
|
Title of Each Class
|
Number of Shares of Common Stock Outstanding
as of May 1, 2013
|
|||
Class A Common Stock ($0.10 par value)
|
2,174,912 | |||
Class B Common Stock ($0.10 par value)
|
9,191,177 |
INDEX
|
|||
Page
|
|||
Part I
|
|||
Item 1.
|
1
|
||
2
|
|||
3
|
|||
4
|
|||
5
|
|||
7 - 17
|
|||
Item 2.
|
|||
18 - 24
|
|||
Item 3.
|
|||
24
|
|||
Item 4.
|
25
|
||
Part II
|
|||
Item 1.
|
25
|
||
Item 2.
|
25
|
||
Item 6.
|
26
|
||
27
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
||||||||
(dollars in thousands, except share and per share data)
|
||||||||
(Unaudited)
|
||||||||
March 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$ | 53,312 | $ | 71,262 | ||||
Accounts receivable - less allowance for doubtful accounts of $760
|
||||||||
and $743 at March 31, 2013 and December 31, 2012, respectively
|
48,649 | 43,086 | ||||||
Inventories
|
60,696 | 54,924 | ||||||
Restricted cash
|
12,993 | 12,993 | ||||||
Prepaid expenses and other current assets
|
6,765 | 4,482 | ||||||
Refundable income taxes
|
2,988 | 2,955 | ||||||
Deferred income taxes
|
2,545 | 1,434 | ||||||
Total Current Assets
|
187,948 | 191,136 | ||||||
Property, plant and equipment - net
|
38,823 | 34,988 | ||||||
Deferred income taxes
|
3,648 | 1,403 | ||||||
Intangible assets - net
|
20,067 | 20,963 | ||||||
Goodwill
|
22,038 | 14,218 | ||||||
Other assets
|
12,840 | 12,510 | ||||||
TOTAL ASSETS
|
$ | 285,364 | $ | 275,218 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$ | 25,135 | $ | 18,862 | ||||
Accrued expenses
|
34,437 | 25,360 | ||||||
Accrued restructuring costs
|
- | 122 | ||||||
Notes payable
|
122 | 205 | ||||||
Income taxes payable
|
1,207 | 1,040 | ||||||
Dividends payable
|
799 | 799 | ||||||
Total Current Liabilities
|
61,700 | 46,388 | ||||||
Long-term Liabilities:
|
||||||||
Liability for uncertain tax positions
|
2,168 | 2,161 | ||||||
Minimum pension obligation and unfunded pension liability
|
11,462 | 11,045 | ||||||
Other long-term liabilities
|
234 | 233 | ||||||
Total Long-term Liabilities
|
13,864 | 13,439 | ||||||
Total Liabilities
|
75,564 | 59,827 | ||||||
Commitments and Contingencies
|
||||||||
Stockholders' Equity:
|
||||||||
Preferred stock, no par value, 1,000,000 shares authorized; none issued
|
- | - | ||||||
Class A common stock, par value $.10 per share, 10,000,000 shares
|
||||||||
authorized; 2,174,912 shares outstanding at each date (net of
|
||||||||
1,072,769 treasury shares)
|
217 | 217 | ||||||
Class B common stock, par value $.10 per share, 30,000,000 shares
|
||||||||
authorized; 9,191,177 and 9,372,170 shares outstanding, respectively
|
||||||||
(net of 3,218,307 treasury shares)
|
919 | 937 | ||||||
Additional paid-in capital
|
17,583 | 20,452 | ||||||
Retained earnings
|
193,897 | 195,212 | ||||||
Accumulated other comprehensive loss
|
(2,816 | ) | (1,427 | ) | ||||
Total Stockholders' Equity
|
209,800 | 215,391 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 285,364 | $ | 275,218 | ||||
See notes to unaudited condensed consolidated financial statements.
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||
(dollars in thousands, except share and per share data)
|
||||||||
(Unaudited)
|
||||||||
Three Months Ended
|
||||||||
March 31,
|
||||||||
2013
|
2012
|
|||||||
Net Sales
|
$ | 63,028 | $ | 65,561 | ||||
Costs and expenses:
|
||||||||
Cost of sales
|
53,922 | 55,132 | ||||||
Selling, general and administrative
|
10,402 | 8,858 | ||||||
Restructuring charge
|
124 | 137 | ||||||
64,448 | 64,127 | |||||||
(Loss) income from operations
|
(1,420 | ) | 1,434 | |||||
Interest expense
|
(3 | ) | - | |||||
Interest income and other, net
|
40 | 76 | ||||||
(Loss) earnings before (benefit) provision for income taxes
|
(1,383 | ) | 1,510 | |||||
(Benefit) provision for income taxes
|
(830 | ) | 634 | |||||
Net (loss) earnings
|
$ | (553 | ) | $ | 876 | |||
(Loss) earnings per share:
|
||||||||
Class A common share - basic and diluted
|
$ | (0.05 | ) | $ | 0.07 | |||
Class B common share - basic and diluted
|
$ | (0.05 | ) | $ | 0.08 | |||
Weighted-average shares outstanding:
|
||||||||
Class A common share - basic and diluted
|
2,174,912 | 2,174,912 | ||||||
Class B common share - basic and diluted
|
9,221,104 | 9,631,805 | ||||||
Dividends paid per share:
|
||||||||
Class A common share
|
$ | 0.06 | $ | 0.06 | ||||
Class B common share
|
$ | 0.07 | $ | 0.07 | ||||
See notes to unaudited condensed consolidated financial statements.
|
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
|
||||||||
(dollars in thousands)
|
||||||||
(Unaudited)
|
||||||||
Three Months Ended
|
||||||||
March 31,
|
||||||||
2013
|
2012
|
|||||||
Net (loss) earnings
|
$ | (553 | ) | $ | 876 | |||
Other comprehensive (loss) income:
|
||||||||
Currency translation adjustment, net of taxes of ($221) and $0,
|
||||||||
respectively
|
(1,413 | ) | 415 | |||||
Unrealized holding gains on marketable securities arising
|
||||||||
during the period, net of taxes of $52 and $13, respectively
|
85 | 26 | ||||||
Change in unfunded SERP liability, net of taxes of ($27)
|
||||||||
and $18, respectively
|
(61 | ) | 40 | |||||
Other comprehensive (loss) income
|
(1,389 | ) | 481 | |||||
Comprehensive (loss) income
|
$ | (1,942 | ) | $ | 1,357 | |||
See notes to unaudited condensed consolidated financial statements.
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
(dollars in thousands)
|
||||||||
(Unaudited)
|
||||||||
Three Months Ended
|
||||||||
March 31,
|
||||||||
2013
|
2012
|
|||||||
Cash flows from operating activities:
|
||||||||
Net (loss) earnings
|
$ | (553 | ) | $ | 876 | |||
Adjustments to reconcile net (loss) earnings to net
|
||||||||
cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
2,212 | 2,105 | ||||||
Stock-based compensation
|
470 | 450 | ||||||
(Gain) loss on disposal of property, plant and equipment
|
(7 | ) | 69 | |||||
Other, net
|
262 | (280 | ) | |||||
Deferred income taxes
|
(856 | ) | (809 | ) | ||||
Changes in operating assets and liabilities (see page 6)
|
222 | 54 | ||||||
Net Cash Provided by Operating Activities
|
1,750 | 2,465 | ||||||
Cash flows from investing activities:
|
||||||||
Purchase of property, plant and equipment
|
(1,151 | ) | (1,130 | ) | ||||
Payment for acquisition, net of cash acquired (see page 6)
|
(14,121 | ) | (2,687 | ) | ||||
Purchase of marketable securities
|
- | (7 | ) | |||||
Proceeds from disposal of property, plant and equipment
|
6 | 2 | ||||||
Net Cash Used in Investing Activities
|
(15,266 | ) | (3,822 | ) | ||||
Cash flows from financing activities:
|
||||||||
Dividends paid to common shareholders
|
(762 | ) | (782 | ) | ||||
Decrease in notes payable
|
(79 | ) | - | |||||
Purchase and retirement of Class B common stock
|
(3,356 | ) | - | |||||
Net Cash Used In Financing Activities
|
(4,197 | ) | (782 | ) | ||||
Effect of exchange rate changes on cash
|
(237 | ) | 153 | |||||
Net Decrease in Cash and Cash Equivalents
|
(17,950 | ) | (1,986 | ) | ||||
Cash and Cash Equivalents - beginning of period
|
71,262 | 88,241 | ||||||
Cash and Cash Equivalents - end of period
|
$ | 53,312 | $ | 86,255 | ||||
(Continued)
|
||||||||
See notes to unaudited condensed consolidated financial statements.
|
BEL FUSE INC. AND SUBSIDIARIES
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
|
||||||||
(dollars in thousands)
|
||||||||
(Unaudited)
|
||||||||
Three Months Ended
|
||||||||
March 31,
|
||||||||
2013
|
2012
|
|||||||
Changes in operating assets and liabilities consist of:
|
||||||||
Decrease in accounts receivable
|
$ | 5,652 | $ | 1,831 | ||||
Decrease (increase) in inventories
|
237 | (3,280 | ) | |||||
Increase in prepaid expenses and other current assets
|
(1,494 | ) | (695 | ) | ||||
Decrease (increase) in other assets
|
12 | (10 | ) | |||||
(Decrease) increase in accounts payable
|
(2,170 | ) | 1,740 | |||||
Decrease in accrued expenses
|
(2,104 | ) | (763 | ) | ||||
Increase in other liabilities
|
7 | - | ||||||
Decrease in accrued restructuring costs
|
(122 | ) | - | |||||
Increase in income taxes payable
|
204 | 1,231 | ||||||
$ | 222 | $ | 54 | |||||
Supplementary information:
|
||||||||
Cash paid during the period for:
|
||||||||
Income taxes, net of refunds received
|
$ | (237 | ) | $ | 235 | |||
Interest
|
3 | - | ||||||
Details of acquisition:
|
||||||||
Fair value of identifiable net assets acquired
|
$ | 21,430 | $ | 157 | ||||
Goodwill
|
8,278 | 2,577 | ||||||
Fair value of net assets acquired
|
$ | 29,708 | $ | 2,734 | ||||
Fair value of consideration transferred
|
$ | 29,708 | $ | 2,734 | ||||
Less: Cash acquired in acquisition
|
$ | (8,388 | ) | $ | - | |||
Deferred consideration
|
(7,199 | ) | (47 | ) | ||||
Cash paid for acquisition
|
$ | 14,121 | $ | 2,687 | ||||
See notes to unaudited condensed consolidated financial statements.
|
1.
|
BASIS OF PRESENTATION AND ACCOUNTING POLICIES
|
2.
|
(LOSS) EARNINGS PER SHARE
|
Three Months Ended
|
||||||||
March 31,
|
||||||||
2013
|
2012
|
|||||||
Numerator:
|
||||||||
Net (loss) earnings
|
$ | (553 | ) | $ | 876 | |||
Less Dividends:
|
||||||||
Class A
|
130 | 130 | ||||||
Class B
|
632 | 675 | ||||||
Undistributed (loss) earnings
|
$ | (1,315 | ) | $ | 71 | |||
Undistributed (loss) earnings allocation - basic and diluted:
|
||||||||
Class A undistributed (loss) earnings
|
$ | (241 | ) | $ | 13 | |||
Class B undistributed (loss) earnings
|
(1,074 | ) | 58 | |||||
Total undistributed (loss) earnings
|
$ | (1,315 | ) | $ | 71 | |||
Net (loss) earnings allocation - basic and diluted:
|
||||||||
Class A allocated (loss) earnings
|
$ | (111 | ) | $ | 143 | |||
Class B allocated (loss) earnings
|
(442 | ) | 733 | |||||
Net (loss) earnings
|
$ | (553 | ) | $ | 876 | |||
Denominator:
|
||||||||
Weighted-average shares outstanding:
|
||||||||
Class A common share - basic and diluted
|
2,174,912 | 2,174,912 | ||||||
Class B common share - basic and diluted
|
9,221,104 | 9,631,805 | ||||||
(Loss) earnings per share:
|
||||||||
Class A common share - basic and diluted
|
$ | (0.05 | ) | $ | 0.07 | |||
Class B common share - basic and diluted
|
$ | (0.05 | ) | $ | 0.08 |
March 29, 2013
|
|||||
Cash
|
$ | 8,388 | |||
Accounts receivable
|
11,580 | ||||
Inventories
|
6,258 |
(a)
|
|||
Other current assets
|
1,953 | ||||
Property, plant and equipment
|
4,693 |
(b)
|
|||
Intangible assets
|
- |
(c)
|
|||
Other assets
|
1,151 | ||||
Total identifiable assets
|
34,023 | ||||
Accounts payable
|
(8,565 | ) | |||
Accrued expenses
|
(4,003 | ) | |||
Other current liabilities
|
(25 | ) | |||
Total liabilities assumed
|
(12,593 | ) | |||
Net identifiable assets acquired
|
21,430 | ||||
Goodwill
|
8,278 |
(d)
|
|||
Net assets acquired
|
$ | 29,708 | |||
Cash paid
|
$ | 22,400 | |||
Assumption of severance payment
|
109 | ||||
Fair value of grant of license
|
- |
(e)
|
|||
Fair value of consideration transferred
|
22,509 | ||||
Deferred consideration
|
7,199 |
(f)
|
|||
Total consideration paid/payable
|
$ | 29,708 |
(a)
|
The determination of fair value related to the inventory acquired was still in progress as of the date of this filing. The amount above represents only the carrying value of the inventory on TRP’s balance sheet as of the acquisition date.
|
(b)
|
The appraisals related to machinery and equipment acquired were incomplete as of this filing date and, as such, the amount noted above represents only the carrying value of those assets as of the acquisition date.
|
(c)
|
The Company has identified certain intangible assets related to the TRP acquisition, including technology, license agreements and customer lists, which are being valued by a third-party appraiser. These appraisals were not complete as of the date of this filing.
|
(d)
|
The amount of goodwill is provisional as of the filing date, as the fair value determination of inventory acquired, and appraisals related to property, plant and equipment and various intangible assets are still underway. As the final amount of goodwill has not yet been determined or allocated by segment, the Company is unable to determine at this time the portion of goodwill, if any, that will be deductible for tax purposes.
|
(e)
|
As part of the consideration paid or payable, the Company granted Tyco a license related to three of the Company’s patents. The valuation related to this license grant was not complete as of the date of this filing.
|
(f)
|
Deferred consideration represents the Company’s estimate of a working capital adjustment which is payable to the seller. Such adjustment must be agreed upon between the Company and the seller, and has not yet been finalized as of the date of this filing.
|
Three Months Ended
|
||||||||
March 31,
|
||||||||
2013
|
2012
|
|||||||
Revenue
|
$ | 83,529 | $ | 86,410 | ||||
Net earnings
|
2,129 | 2,720 | ||||||
Earnings per Class A common share - basic and diluted
|
0.18 | 0.22 | ||||||
Earnings per Class B common share - basic and diluted
|
0.19 | 0.23 |
Measurement
|
Acquisition-Date
|
|||||||||||
Acquisition-Date
|
Period
|
Fair Values
|
||||||||||
Fair Values
|
Adjustments (a)
|
(As adjusted)
|
||||||||||
Cash and cash equivalents
|
$ | 2,991 | $ | - | $ | 2,991 | ||||||
Accounts receivable
|
3,750 | 224 | 3,974 | |||||||||
Inventories
|
1,061 | (16 | ) | 1,045 | ||||||||
Other current assets
|
90 | - | 90 | |||||||||
Property, plant and equipment
|
502 | 248 | 750 | |||||||||
Intangible assets
|
30 | 10,358 | 10,388 | |||||||||
Total identifiable assets
|
8,424 | 10,814 | 19,238 | |||||||||
Accounts payable
|
(1,702 | ) | - | (1,702 | ) | |||||||
Accrued expenses
|
(1,736 | ) | - | (1,736 | ) | |||||||
Notes payable
|
(216 | ) | - | (216 | ) | |||||||
Income taxes payable
|
(264 | ) | (60 | ) | (324 | ) | ||||||
Deferred income tax liability, current
|
(70 | ) | - | (70 | ) | |||||||
Deferred income tax liability, noncurrent
|
- | (2,297 | ) | (2,297 | ) | |||||||
Other long-term liabilities
|
(216 | ) | - | (216 | ) | |||||||
Total liabilities assumed
|
(4,204 | ) | (2,357 | ) | (6,561 | ) | ||||||
Net identifiable assets acquired
|
4,220 | 8,457 | 12,677 | |||||||||
Goodwill
|
17,965 | (8,241 | ) | 9,724 | ||||||||
Net assets acquired
|
$ | 22,185 | $ | 216 | $ | 22,401 | ||||||
Cash paid
|
$ | 22,138 | 263 | $ | 22,401 | |||||||
Deferred consideration
|
47 | (47 | ) | - | ||||||||
Fair value of consideration transferred
|
$ | 22,185 | $ | 216 | $ | 22,401 | ||||||
(a) There were no measurement period adjustments recorded during the three months ended March 31, 2013 related to the 2012
|
||||||||||||
acquisitions.
|
Assets at Fair Value Using
|
||||||||||||||||
Total
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Other Observable Inputs (Level 2)
|
Significant Unobservable Inputs (Level 3)
|
|||||||||||||
As of March 31, 2013
|
||||||||||||||||
Available-for-sale securities:
|
||||||||||||||||
Investments held in rabbi trust
|
$ | 6,150 | $ | 6,150 | $ | - | $ | - | ||||||||
Marketable securities
|
3 | 3 | - | - | ||||||||||||
Total
|
$ | 6,153 | $ | 6,153 | $ | - | $ | - | ||||||||
As of December 31, 2012
|
||||||||||||||||
Available-for-sale securities:
|
||||||||||||||||
Investments held in rabbi trust
|
$ | 6,014 | $ | 6,014 | $ | - | $ | - | ||||||||
Marketable securities
|
2 | 2 | - | - | ||||||||||||
Total
|
$ | 6,016 | $ | 6,016 | $ | - | $ | - |
March 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Raw materials
|
$ | 29,482 | $ | 26,157 | ||||
Work in progress
|
11,600 | 8,200 | ||||||
Finished goods
|
19,614 | 20,567 | ||||||
$ | 60,696 | $ | 54,924 |
Three Months Ended
|
||||||||
March 31,
|
||||||||
2013
|
2012
|
|||||||
Total segment sales:
|
||||||||
North America
|
$ | 29,222 | $ | 36,525 | ||||
Asia
|
32,725 | 34,847 | ||||||
Europe
|
10,125 | 7,990 | ||||||
Total segment sales
|
72,072 | 79,362 | ||||||
Reconciling item:
|
||||||||
Intersegment sales
|
(9,044 | ) | (13,801 | ) | ||||
Net sales
|
$ | 63,028 | $ | 65,561 | ||||
(Loss) income from operations:
|
||||||||
North America
|
$ | (1,482 | ) | $ | 2,310 | |||
Asia
|
(666 | ) | (1,562 | ) | ||||
Europe
|
728 | 686 | ||||||
$ | (1,420 | ) | $ | 1,434 |
March 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Sales commissions
|
$ | 1,224 | $ | 1,295 | ||||
Subcontracting labor
|
1,960 | 2,408 | ||||||
Salaries, bonuses and related benefits
|
8,163 | 6,023 | ||||||
Litigation reserve
|
11,549 | 11,549 | ||||||
Consideration payable on Transpower acquisition
|
7,199 | - | ||||||
Other
|
4,342 | 4,085 | ||||||
$ | 34,437 | $ | 25,360 |
Three Months Ended
|
||||||||
March 31,
|
||||||||
2013
|
2012
|
|||||||
Service cost
|
$ | 139 | $ | 109 | ||||
Interest cost
|
112 | 104 | ||||||
Amortization of adjustments
|
77 | 58 | ||||||
Total SERP expense
|
$ | 328 | $ | 271 |
March 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Balance sheet amounts:
|
||||||||
Minimum pension obligation
|
||||||||
and unfunded pension liability
|
$ | 11,462 | $ | 11,045 | ||||
Amounts recognized in accumulated
|
||||||||
other comprehensive loss, pretax:
|
||||||||
Prior service cost
|
$ | 1,005 | $ | 877 | ||||
Net gains
|
2,844 | 2,884 | ||||||
$ | 3,849 | $ | 3,761 |
March 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Foreign currency translation adjustment
|
$ | (486 | ) | $ | 927 | |||
Unrealized holding losses on available-for-sale
|
||||||||
securities, net of taxes of $213 and $161 as of
|
||||||||
March 31, 2013 and December 31, 2012
|
341 | 256 | ||||||
Unfunded SERP liability, net of taxes of ($1,178) and ($1,151) as
|
||||||||
of March 31, 2013 and December 31, 2012
|
(2,671 | ) | (2,610 | ) | ||||
Accumulated other comprehensive loss
|
$ | (2,816 | ) | $ | (1,427 | ) |
Unrealized Holding
|
|||||||||||||||||
Foreign Currency
|
Losses on
|
||||||||||||||||
Translation
|
Available-for-
|
Unfunded
|
|||||||||||||||
Adjustment
|
Sale Securities
|
SERP Liability
|
Total
|
||||||||||||||
Balance at January 1, 2013
|
$ | 927 | $ | 256 | $ | (2,610 | ) | $ | (1,427 | ) | |||||||
Other comprehensive loss before reclassifications
|
(1,413 | ) | 85 | (101 | ) | (1,429 | ) | ||||||||||
Amounts reclassified from accumulated other
|
|||||||||||||||||
comprehensive loss
|
- | - | 40 | 40 |
(a)
|
||||||||||||
Net current period other comprehensive loss
|
(1,413 | ) | 85 | (61 | ) | (1,389 | ) | ||||||||||
Balance at March 31, 2013
|
$ | (486 | ) | $ | 341 | $ | (2,671 | ) | $ | (2,816 | ) | ||||||
(a) This reclassification from accumulated other comprehensive loss relates to the amortization of prior service costs associated with the
|
|||||||||||||||||
Company's SERP plan. This expense is allocated between cost of sales and selling, general and administrative expense based upon the
|
|||||||||||||||||
employment classification of the plan participants.
|
·
|
Recent Acquisitions – The Company completed three small acquisitions in 2012. Fibreco and Powerbox, both acquired in 2012, contributed a combined $2.9 million of sales and added $0.9 million of income from operations to Bel’s consolidated results for the first quarter of 2013. On March 29, 2013, the Company completed its purchase of the Transpower magnetics business and other tangible and intangible assets of TE Connectivity (“TRP”). The TRP business, which had 2012 sales of approximately $75 million, will contribute to Bel’s consolidated sales beginning in the second quarter of 2013 and is expected to be accretive to Bel’s results by the second half of 2013. This statement constitutes a Forward-Looking Statement. Actual results could vary significantly from this projection based upon our ability to integrate the new entity into our business and the other risk factors that typically impact our results of operations.
|
·
|
2012 Restructuring Program – The Company substantially completed its plan to effect operational efficiencies by the end of 2012. The Company continued its efforts in the first quarter of 2013 to bring the new manufacturing facility in McAllen, Texas up to full operating capacity, but faced some challenges in meeting customer demand. Unanticipated costs of approximately $1.7 million related to additional overtime, scrap, a higher volume of purchased materials and expedited freight charges among other start-up costs. While certain of the costs were one-time items contained to the first quarter, other costs, such as additional overtime, are expected to continue into the second quarter to meet customer needs. Management believes that the overall annual savings of $5.6 million related to the Company’s restructuring initiatives will still be realized, though the savings related to the Cinch transition may not be visible until the third quarter. This statement constitutes a Forward-Looking Statement. Actual results could vary significantly from this projection, primarily based upon the length of time required and actual costs incurred by the Company in achieving an efficient workforce at the newly-established McAllen, Texas manufacturing facility, in addition to other uncertainties associated with the Company modifying its approaches to operations.
|
·
|
Revenues – Excluding the revenue contributions from recent acquisitions as described above, the Company’s revenues for the first quarter of 2013 decreased by $5.5 million as compared to the first quarter of 2012. The decrease in sales was primarily due to reduced orders of module products from one customer in North America. We believe the order volume for this customer has leveled off and we do not anticipate any increase in volume from this customer until 2014. Revenue reductions resulting from manufacturing inefficiencies associated with the restructuring of Cinch operations described above were partially offset by increases in Bel’s magnetics and DC-DC product groups. Bel is in the process of implementing price increases for certain products as our current pricing structure does not reflect the rising labor costs in the PRC as discussed below. Management expects the majority of these changes to be in effect by August 1, 2013.
|
·
|
Product Mix – Material and labor costs vary by product line and any significant shift in product mix between higher- and lower-margin product lines will have a corresponding impact on the Company’s gross margin percentage. During the first quarter of 2013, the Company experienced a favorable shift in the mix of products sold as compared to the same period of 2012, which partially mitigated the effects of reduced sales and operational inefficiencies at our Texas facility.
|
·
|
Pricing and Availability of Materials – Component pricing and availability have been stable for most of the Company’s product lines, although lead times on electrical components are still extended. With regard to commodities, the Company has experienced some price decreases related to precious metals during the latter part of 2012 and that trend has continued into the first quarter of 2013. Costs for certain commodities, including gold and copper, were lower in the first quarter of 2013 as compared to the first quarter of 2012. Any fluctuations in component prices and other commodity prices associated with Bel’s raw materials will have a corresponding impact on Bel’s profit margins.
|
·
|
Labor Costs – Labor costs during the first quarter of 2013 were lower than the first quarter of 2012, due to additional recruiting, training and overtime incurred in the PRC following the 2012 Lunar New Year holiday, which did not recur in 2013. However, the impact of rising labor costs on our overall profit margin continues to be a concern. Approximately one-third of Bel’s total sales are generated from labor intensive magnetic products, which are primarily manufactured in the PRC. Wage rates in the PRC, which are mandated by the government, now have higher minimum wage and overtime requirements and have been steadily increasing. In February 2013, the PRC government issued a 19% increase to the minimum wage in regions where the factories that Bel uses are located. This increase will be effective May 1, 2013. Fluctuation in the exchange rate related to the Chinese Renminbi has been further increasing the cost of labor in terms of U.S. dollars. Finally, there has been a shift in product mix such that Bel’s labor-intensive MagJack® products represented a larger proportion of the Company’s total sales during the first quarter of 2013 as compared to the same period of 2012.
|
·
|
Impact of Pending Lawsuits – As further described in Note 11 to the accompanying condensed consolidated financial statements, there has been additional legal activity in 2013 related to the SynQor and Molex lawsuits. Ongoing legal costs related to these lawsuits will impact the profit margins of future quarters.
|
·
|
Acquisition-Related Costs – The acquisition of TRP in 2013 and the valuations of the 2012 Acquired Companies gave rise to acquisition-related costs of $0.4 million during the first quarter of 2013. Bel’s continuing strategy to actively consider potential acquisitions could result in additional legal and other professional costs in future periods.
|
·
|
Effective Tax Rate – The Company’s effective tax rate will fluctuate based on the geographic segment in which the pretax profits are earned. Of the geographic segments in which the Company operates, the U.S. has the highest tax rates; Europe’s tax rates are generally lower than U.S. tax rates; and Asia has the lowest tax rates of the Company’s three geographical segments. The change in the effective tax rate during the first quarter of 2013 is primarily attributable to the recognition under the new tax law, ATRA, of $0.4 million in R&E credits, related to the year ended December 31, 2012, which the Company recognized during the three months ended March 31, 2013. In addition, the Company incurred a loss in the North America segment for the three months ended March 31, 2013, compared to a pretax profit for the same period in 2012, as well as a lower pretax loss in Asia, for the three months ended March 31, 2013 compared to three months ended March 31, 2012, with no tax benefit. Additionally, the Company reversed a portion of the liability for uncertain tax positions related to the results of the Internal Revenue Service audit which resulted in a reduction to the tax provision for the three months ended March 31, 2012.
|
Three Months Ended
|
||||||||||||||||
March 31,
|
||||||||||||||||
2013
|
2012
|
|||||||||||||||
North America
|
$ | 26,817 | 42 | % | $ | 33,437 | 51 | % | ||||||||
Asia
|
26,415 | 42 | % | 24,477 | 37 | % | ||||||||||
Europe
|
9,796 | 16 | % | 7,647 | 12 | % | ||||||||||
$ | 63,028 | 100 | % | $ | 65,561 | 100 | % |
Three Months Ended
|
||||||||
March 31,
|
||||||||
2013
|
2012
|
|||||||
Total segment sales:
|
||||||||
North America
|
$ | 29,222 | $ | 36,525 | ||||
Asia
|
32,725 | 34,847 | ||||||
Europe
|
10,125 | 7,990 | ||||||
Total segment sales
|
72,072 | 79,362 | ||||||
Reconciling item:
|
||||||||
Intersegment sales
|
(9,044 | ) | (13,801 | ) | ||||
Net sales
|
$ | 63,028 | $ | 65,561 | ||||
(Loss) income from operations:
|
||||||||
North America
|
$ | (1,482 | ) | $ | 2,310 | |||
Asia
|
(666 | ) | (1,562 | ) | ||||
Europe
|
728 | 686 | ||||||
$ | (1,420 | ) | $ | 1,434 |
Percentage of Net Sales
|
||||||
Three Months Ended
|
||||||
March 31,
|
||||||
2013
|
2012
|
|||||
Net sales
|
100.0
|
%
|
100.0
|
%
|
||
Cost of sales
|
85.6
|
84.1
|
||||
Selling, general and administrative ("SG&A") expenses
|
16.5
|
13.4
|
||||
Restructuring charge
|
0.2
|
0.2
|
||||
Interest income and other, net
|
0.1
|
0.1
|
||||
(Loss) earnings before provision for income taxes
|
(2.2)
|
2.3
|
||||
(Benefit) provision for income taxes
|
(1.3)
|
1.0
|
||||
Net (loss) earnings
|
(0.9)
|
1.3
|
Increase (Decrease) from
|
||||
Prior Period
|
||||
Three Months Ended
|
||||
March 31, 2013
|
||||
Compared with
|
||||
Three Months Ended
|
||||
March 31, 2012
|
||||
Net sales
|
(3.9)
|
%
|
||
Cost of sales
|
(2.2)
|
|||
SG&A expenses
|
17.4
|
|||
Net loss/earnings
|
(163.1)
|
Three Months Ended
|
||||||||||||||||
March 31,
|
||||||||||||||||
2013
|
2012
|
|||||||||||||||
Interconnect products
|
$ | 26,112 | 41 | % | $ | 27,241 | 42 | % | ||||||||
Magnetic products
|
21,257 | 34 | % | 19,200 | 29 | % | ||||||||||
Module products
|
13,370 | 21 | % | 16,715 | 25 | % | ||||||||||
Circuit protection products
|
2,289 | 4 | % | 2,405 | 4 | % | ||||||||||
$ | 63,028 | 100 | % | $ | 65,561 | 100 | % |
Three Months Ended
|
|||
March 31,
|
|||
2013
|
2012
|
||
Material costs
|
46.3%
|
45.5%
|
|
Labor costs
|
12.6%
|
13.8%
|
|
Research and development expenses
|
4.7%
|
4.9%
|
|
Other expenses
|
22.0%
|
19.9%
|
|
Total cost of sales
|
85.6%
|
84.1%
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Maximum Number of Shares that May Yet Be Purchased Under the Plan
|
||||||||||||
January 1 - January 31, 2013
|
178,643 | $ | 18.78 | 547,366 | - | |||||||||||
February 1 - February 28, 2013
|
- | - | - | - | ||||||||||||
March 1 - March 31, 2013
|
- | - | - | - | ||||||||||||
Total
|
178,643 | $ | 18.78 | 547,366 | - |
Item 6. Exhibits
|
|
31.1*
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2*
|
Certification of the Vice President of Finance pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2**
|
Certification of the Vice President of Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS***
|
XBRL Instance Document
|
101.SCH***
|
XBRL Taxonomy Extension Schema Document
|
101.CAL***
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF***
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB***
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE***
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
BEL FUSE INC.
|
|
May 9, 2013
|
|
By:
|
/s/ Daniel Bernstein
|
Daniel Bernstein
|
|
President and Chief Executive Officer
|
|
By:
|
/s/ Colin Dunn
|
Colin Dunn
|
|
Vice President of Finance and Secretary
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Bel Fuse Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 9, 2013
|
/s/ Daniel Bernstein
|
Daniel Bernstein
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Bel Fuse Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 9, 2013
|
/s/ Daniel Bernstein
|
Daniel Bernstein
|
|
President and Chief Executive Officer
|
(2) The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and consolidated results of operations of the Company for the periods presented.
|
Date: May 9, 2013
|
/s/ Colin Dunn
|
Colin Dunn
|
|
Vice President of Finance and Secretary
|
LEGAL PROCEEDINGS (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | |||
---|---|---|---|---|
Mar. 31, 2013
Defendant
|
Sep. 30, 2011
|
Jun. 30, 2011
|
Dec. 31, 2010
|
|
SynQor, Inc. [Member]
|
||||
Loss Contingencies [Line Items] | ||||
Number of defendants | 11 | |||
Damages awarded | $ 2.5 | $ 8.1 | ||
Damages covered through indemnification agreement | 1.9 | |||
Damages recorded as expenses | 0.2 | 0.6 | ||
Supersedeas bond posted to court | $ 13.0 | |||
Molex Inc. [Member]
|
||||
Loss Contingencies [Line Items] | ||||
Number of patents | 3 |
BUSINESS SEGMENT INFORMATION (Tables)
|
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BUSINESS SEGMENT INFORMATION [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Key financial data | The Company operates in one industry with three reportable operating segments, which are geographic in nature. The segments consist of North America, Asia and Europe. The primary criteria by which financial performance is evaluated and resources are allocated are sales and income from operations. The following is a summary of key financial data (dollars in thousands):
|
ACCUMULATED OTHER COMPREHENSIVE LOSS, Components of Accumulated Other Comprehensive Loss (Details) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Accumulated other comprehensive loss [Abstract] | ||
Foreign currency translation adjustment | $ (486) | $ 927 |
Unrealized holding losses on available-for-sale securities, net of taxes of $213 and $161 as of March 31, 2013 and December 31, 2012 | 341 | 256 |
Unfunded SERP liability, net of taxes of ($1,178) and ($1,151) as of March 31, 2013 and December 31, 2012 | (2,671) | (2,610) |
Accumulated other comprehensive loss | (2,816) | (1,427) |
Accumulated other comprehensive loss, tax [Abstract] | ||
Unrealized holding losses on available-for-sale securities, tax | 213 | 161 |
Unfunded SERP liability, tax | $ (1,178) | $ (1,151) |
(LOSS) EARNINGS PER SHARE
|
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(LOSS) EARNINGS PER SHARE [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(LOSS) EARNINGS PER SHARE |
The Company utilizes the two-class method to report its (loss) earnings per share. The two-class method is a (loss) earnings allocation formula that determines (loss) earnings per share for each class of common stock according to dividends declared and participation rights in undistributed (loss) earnings. The Company's Certificate of Incorporation, as amended, states that Class B common shares are entitled to dividends at least 5% greater than dividends paid to Class A common shares, resulting in the two-class method of computing (loss) earnings per share. In computing (loss) earnings per share, the Company has allocated dividends declared to Class A and Class B based on amounts actually declared for each class of stock and 5% more of the undistributed (loss) earnings have been allocated to Class B shares than to the Class A shares on a per share basis. Basic (loss) earnings per common share are computed by dividing net (loss) earnings by the weighted average number of common shares outstanding during the period. Diluted (loss) earnings per common share, for each class of common stock, are computed by dividing net (loss) earnings by the weighted average number of common shares and potential common shares outstanding during the period. There were no potential common shares outstanding during the three months ended March 31, 2013 or 2012 which would have had a dilutive effect on earnings per share. The (loss) earnings and weighted-average shares outstanding used in the computation of basic and diluted (loss) earnings per share are as follows (dollars in thousands, except share and per share data):
|