10-K
1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 (Fee Required)
For the Fiscal Year Ended December 31, 1994
Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required) For the transition period
from to
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Commission File Number 0-11676
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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
(201) 432-0463
(Address and telephone number, including area code, of registrant's
principal executive office)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.10 par value
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
--- ---
[X] Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
Aggregate market value of voting stock held by non-affiliates as of March
15, 1995 was approximately $32,609,732 (based upon the closing sales price of
----------
those shares reported on the National Association of Securities Dealers
Automated Quotation System for that day).
Number of shares of Common Stock outstanding as of March 15, 1995:
4,974,445
---------
Documents incorporated by reference:
Bel Fuse Inc.'s Definitive Proxy Statement for the 1995 Annual Meeting of
Stockholders is incorporated by reference into Part III.
BEL FUSE INC.
INDEX
Part I Page
------ ----
Item 1. Business.......................................... 1
Item 2. Properties........................................ 3
Item 3. Legal Proceedings................................. 4
Item 4. Submission of Matters to Vote of Security
Holders........................................... 4
Item 4A. Executive Officers of the Registrant............. 4
Part II
-------
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters................... 5
Item 6. Selected Financial Data........................... 6
Item 7. Management's Discussion and Analysis
of Financial Condition and Results of
Operations........................................ 6
Item 8. Financial Statements and Supplementary
Data.............................................. 10*
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure. .......... 11
Part III
--------
Item 10. Directors of the Registrant...................... 11
Item 11. Executive Compensation........................... 11
Item 12. Security Ownership of Certain
Beneficial Owners and Management................. 11
Item 13. Certain Relationships and Related
Transactions..................................... 11
Part IV
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Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K.......................... 12
Signatures................................................ 14
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*Page F-1 follows page 10.
PART I
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Item 1. Business
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General
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Bel Fuse Inc. (the "Company"), organized under New Jersey law, is engaged
in the design, manufacture and sale of products used in local area networking,
telecommunication, business equipment and consumer electronic applications. The
Company operates facilities in New Jersey, California, Indiana, Hong Kong, Macau
and France. The Company maintains its principal executive offices at 198 Van
Vorst Street, Jersey City, New Jersey 07302; telephone (201) 432-0463. The term
"Company" as used in this Annual Report on Form 10-K refers to Bel Fuse Inc. and
its consolidated subsidiaries unless otherwise specified.
Recent Developments
-------------------
From October 3, 1994 through November 8, 1994, the Company acquired 531,400
Class A Voting Common Shares of Pulse Engineering, Inc. ("Pulse"), representing
approximately 9.7% of Pulse's outstanding shares, at a cost of $2,464,839. For
additional information regarding the Company's purchase of these shares see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations".
Product Groups
--------------
Magnetic Components
-------------------
The Company manufactures a broad range of magnetic components. These
wire-wound devices perform such functions as signal delay, signal timing, signal
conditioning, impedance matching, filtering, isolation, power conversion and
power transfer. The Company directs its design and marketing efforts to supply
the needs of the following markets: manufacturers of networking and
telecommunication equipment, computer manufacturers, and consumer, automotive
and industrial electronic manufacturers. Although applications tend to overlap,
the magnetic components manufactured by the Company fall into four major groups:
1. Pulse Transformers
------------------
These small wire-wound components offer the end user an inexpensive
answer to surge protection, isolation and signal transfer. The major
customers are the manufacturers of networking equipment, telecommunication
equipment and computers.
2. Delay Lines, Filters and DC/DC Converters
-----------------------------------------
These components are supplied to the same customer base as pulse
transformers. They are densely packaged combinations of wire-wound
components and other passive and active components such as capacitors,
resistors and silicon integrated circuits (IC's). They perform the critical
functions of timing, signal conditioning and power conversion.
3. Power Transformers, Line Chokes, Coils
--------------------------------------
The basic functions of power transformers include AC voltage
conversion and isolation, and they convert the power from the supply line
to the supply circuitry of a given electronic instrument such as a TV or
VCR. Line chokes block the conducted and radiated emissions of a power
supply, and coils are used for supply and control circuitry in TV's and
VCR's. These products are typically sold in large volume orders and are
subject to highly competitive pricing pressures.
4. Packaged Modules
----------------
The Company supplies packaged modules to end users in several other
industries whose requirements can be satisfied by combining in one
integrated package one or more of the Company's capabilities in circuit
board assembly, automatic winding, hybrid fabrication and component
encapsulation.
1
Miniature and Micro Fuses
-------------------------
Fuses prevent currents in an electrical or electronic circuit from
exceeding certain predetermined values. Fuses act as a safety valve to protect
expensive components from damage or to cut off high currents before they can
generate enough heat to cause smoke or fire. The Company manufactures miniature
and micro fuses for supplementary circuit protection. The Company sells its
fuses to a world-wide market. They are used in such products as televisions,
VCR's, power supplies, computers, telephones and networking assemblies.
Thick Film Hybrids
------------------
Thick film hybrids are dense, reliable, high quality electronic
microcircuits. The term "thick film hybrid" describes a method for screen
printing conductors, resistors and capacitors onto a ceramic substrate. This
substrate becomes a hybrid circuit when components such as integrated circuits,
transistors, capacitors, and inductors are added to the substrate in order to
form a functioning electrical circuit. The Company incorporates facets of this
technology in the design and manufacture of many of its other products.
Marketing
---------
The Company sells its products to approximately 556 customers throughout
North America, Western Europe and the Far East. Sales are made through
independent sales representative organizations, authorized distributors and the
Company's sales personnel. Presently the Company has 52 sales representative
organizations, 27 non-exclusive distributors and a sales staff of 18 persons.
The Company has written agreements with all of its sales representatives
organizations and major distributors. Written agreements terminable on short
notice by either party are standard in the industry.
Finished products manufactured by the Company in its Far East facilities
are, in general, either sold to the Company's Jersey City facility for resale to
customers or are shipped directly to customers throughout the world. For further
information regarding the Company's geographic operations, see Note 7 of Notes
to Consolidated Financial Statements.
The Company had sales in excess of ten percent of 1994 consolidated sales
to one customer who manufactures electronic equipment. The amounts and
percentage of consolidated sales were approximately $4,602,000 (10%).
Foreign Land Leases
-------------------
The territories of Hong Kong and Macau will revert to the Peoples Republic
of China pursuant to long-term land leases which expire in the middle of 1997
and the end of 1999, respectively. Management cannot presently predict what
impact, if any, the expiration of these leases will have on the Company or how
the political climate in China will affect its contractual arrangements in
China. Substantially all of the Company's manufacturing operations and
approximately 71% of its identifiable assets are located in Hong Kong, Macau,
and The People's Republic of China. Accordingly, events resulting from
the expiration of such leases would likely have a material adverse effect on the
Company.
Research and Development
------------------------
The Company's research and development efforts in 1994 were spread amongst
all of the Company's current product lines. The Company maintains continuing
programs to improve the reliability of its products and to design specialized
assembly equipment to increase manufacturing efficiencies. The Company's
research and development facilities are located in Indiana, California and Hong
Kong.
Suppliers
---------
The Company has multiple suppliers for most of the raw materials that it
purchases. Increasing demand for surface-mount components throughout the
electronics industry may result in longer lead times. Where possible, the
Company has contractual agreements with suppliers to assure continuing supply of
critical components.
2
With respect to those items which are purchased from single sources, the
Company believes that compatible items would be available in the event that
there were a termination of the Company's existing business relationships with
any such particular supplier. While such an eventuality resulting from such
termination could produce a disruption in production, the Company does not
believe that the termination of business with any of its suppliers would have a
material adverse effect on its long-term operations.
Backlog
-------
The Company normally manufactures products against firm orders.
Cancellation and return arrangements are normally negotiated by the Company on a
transactional basis. The Company's backlog of orders as of December 31, 1994 was
approximately $19.1 million, as compared with a backlog of $9.5 million as of
December 31, 1993. Management expects that substantially all of the Company's
backlog as of December 31, 1994 will be shipped by June 30, 1995.
Trademarks and Patents
----------------------
The Company has been granted a number of U.S. patents and has additional
U.S. patent applications pending relating to its products. While the Company
believes that the issued patents are defendable and that the pending patent
applications relate to patentable inventions, there can be no assurance that a
patent will issue from the applications or that its existing patents can be
successfully defended. It is management's opinion that the successful
continuation and operation of the Company's business does not depend upon the
ownership of patents or the granting of pending patent applications, but upon
the innovative skills, technical competence and marketing and managerial
abilities of its personnel. The patents have a life of seventeen years from the
date of issue.
The Company utilizes seven U.S. registered trademarks -- BELIMITER,
BELFUSE, BEL, SLOBEL, MICROBEL, KEMFUZE and SURFUSE -- to identify various
products that it manufactures. The trademarks survive as long as they are in
use.
Competition
-----------
There are numerous independent companies and divisions of major companies
which manufacture products that are competitive with one or more of the
Company's products. Some of the Company's competitors possess greater financial,
marketing and other resources than those available to the Company. The Company's
ability to compete is dependent upon several factors, including product
performance, quality, reliability, design and price. For information regarding
the effect of price competition on the Company's consolidated results of
operations, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations".
Employees
---------
As of December 31, 1994, the Company had 707 full-time employees. The
Company employed 86 people in its U.S. facilities, 618 in its Far East
facilities, and 3 in its French facility, excluding workers employed by
independent contractors. The Company's employees are not represented by any
labor union. The Company believes that its relations with employees are
satisfactory.
Item 2. Properties
----------
The Company currently occupies approximately 229,000 square feet of
manufacturing, warehouse, office, technical and staff quarter space worldwide.
In addition, the Company has production processing arrangements with
subcontractors in the People's Republic of China occupying approximately 60,000
square feet of manufacturing space. In addition to the Company's principal
corporate offices in New Jersey, the Company maintains facilities in The
People's Republic of China, Hong Kong, Macau (the Far East), California, Indiana
(U.S.A.) and France (Europe). The Company also owns an idle facility of 46,300
square feet in Illinois. Approximately 68% of the 229,000 square feet the
Company occupies is owned while the remainder is leased. See Note 11 of Notes to
Consolidated Financial Statements for additional information pertaining to lease
properties.
3
Item 3. Legal Proceedings
-----------------
The Company is not presently subject to any legal proceedings which are
material to the consolidated results of operations or financial condition of the
Company.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
No matters were submitted to a vote of the Company's shareholders during
the fourth quarter of 1994.
Item 4A. Executive Officers of the Registrant
------------------------------------
The following table and biographical outlines set forth the positions and
offices within the Company presently held by each executive officer of the
Company and a brief account of the business experience of each such officer for
the past five years.
Positions and Offices
Officer With the Company/
Name and Age Since Business Experience
------------ ------- ---------------------
Elliot Bernstein, 71 1954 Chairman of the Board,
Chief Executive Officer
and Director
Daniel Bernstein, 41 1985 President, Managing
Director of the Company's
Macau Subsidiary and
Director
Robert H. Simandl, 66 1967 Secretary and Director
Arnold Sutta, 68 1985 Vice President
Peter Christoffer, 53 1986 Vice President
Colin Dunn, 50 1992 Vice President and
Treasurer
Elliot Bernstein has been a Director of the Company since its inception in
January 1949, served as President and Chief Executive Officer from 1954 to 1992,
and has served as Chairman of the Board and Chief Executive Officer since 1992.
One of his sons (Daniel Bernstein) is the President and a Director of the
Company and his brother (Howard Bernstein) is a Director of the Company. Another
one of his sons (Alexander Bernstein) formerly was an executive officer of the
Company.
Daniel Bernstein has served the Company as President since June, 1992. He
previously served as Vice President (1985-1992) and Treasurer (1986-1992) and
has served as a Director since 1986. He occupied other positions with the
Company since 1978. He was appointed Managing Director of the Company's Macau
subsidiary during 1991. Daniel Bernstein is Elliot Bernstein's son, and Howard
Bernstein's nephew.
Robert H. Simandl, a director of the Company since 1967 and Secretary of
the Company since 1967, is a member of the law firm of Simandl and Gerr,
Counsellors of Law. He has been a practicing attorney in New Jersey since 1953.
Arnold Sutta joined the Company in 1966 and has served the Company as Vice
President, Marketing, since 1985. Mr. Sutta supervises the worldwide marketing
functions of the Company.
Peter Christoffer has served the Company as Vice President since 1986 and
in 1990 became the President of the Company's former subsidiary, CAC
Microcircuits, Inc. ("CAC"). His responsibilities included the supervision of
engineering and production of thick film hybrids at CAC. Since 1991, he has
supervised the engineering and production of thick film hybrids at the Company's
Indiana facility.
4
Colin Dunn joined the Company in 1991 as Finance Manager and in 1992 was
named Vice President of Finance and Treasurer. Prior to joining the Company, Mr.
Dunn was Vice President of Finance and Operations at Kentek Information Systems,
Inc. from 1985 to 1991 and had previously held a series of senior management
positions with Braintech Inc. and Weyerhaeuser Company.
PART II
Item 5. Market for Registrant's Common Equity and
-----------------------------------------
Related Stockholder Matters
---------------------------
(a) Market Information
The Company's common stock, par value $.10 per share (the "Common Stock"),
is traded in the over-the-counter market. The following table sets forth the
high and low closing sales price range (as reported by National Quotation
Bureau, Inc.) for the Common Stock in the over-the-counter market for each
quarter during the past two years.
High Low
---- ---
Year Ended December 31, 1993:
First Quarter......................... $18 1/4 $12 3/4
Second Quarter........................ 17 9 1/4
Third Quarter......................... 10 7/8 8 1/4
Fourth Quarter........................ 10 8 1/4
Year Ended December 31, 1994:
First Quarter......................... 9 1/8 7 1/4
Second Quarter........................ 7 3/8 5 7/8
Third Quarter......................... 7 3/4 6
Fourth Quarter........................ 8 5/8 6 7/8
The Common Stock is reported under the symbol BELF in the NASDAQ National
Market.
(b) Holders.
As of March 21, 1995, there were 342 registered shareholders of the
Company's Common Stock plus an estimated 3,298 beneficial shareholders.
(c) Dividends.
The Company has not paid any cash dividends and has no current plans to pay
any such dividends. There are no contractual restrictions on the Company's
ability to pay dividends.
5
Item 6. Selected Financial Data
-----------------------
Year Ended December 31,
-----------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
(In thousands of dollars, except per share data)
Selected Statements of Operations Data:
Net sales ............ $ 45,747 $ 47,460 $ 50,354 $ 36,641 $ 36,588
Cost of sales ........ 36,349 32,711 31,726 23,539 26,203
Selling, general and
administrative ex-
penses .............. 11,458 11,338 10,181 9,595 9,986
Provision for plant
closings ............ -- -- -- 6,395 475
Gain on sale of
building -- net ..... -- -- 11,410 -- --
Earnings (loss) before
income taxes ........ (1,761) 4,005 20,132 (2,775) (27)
Income tax provision
(benefit) ........... (203) 222 1,204 480 (739)
Net earnings (loss) . (1,558) 3,783 18,928 (3,255) 712
Earnings (loss) per
common share ........ (.32) .77 3.88 (.67) .15
As of December 31,
------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
(In thousands of dollars, except per share data)
Selected Balance Sheet Data:
Working capital .... $22,670 $27,875 $26,966 $12,015 $ 9,611
Total assets ....... 51,653 53,122 50,005 28,430 34,452
Long-term debt, ex-
cluding current
installments ...... -- -- -- 7 265
Stockholders' equity 45,926 48,270 44,423 25,315 28,542
Book value per share 9.25 9.78 9.04 5.23 5.90
Item 7. Managements' Discussion and Analysis of Financial Condition
-----------------------------------------------------------
and Results of Operations
-------------------------
The following discussion and analysis should be read in conjunction with
the Company's consolidated financial statements and the notes related thereto.
The discussion of results, causes and trends should not be construed to imply
any conclusion that such results, causes or trends will necessarily continue in
the future.
Results of Operations
The following table sets forth, for the past three years, the percentage
relationship to net sales of certain items included in the Company's
consolidated statements of operations.
Percentage of Net Sales
---------------------------
Year Ended December 31,
---------------------------
1994 1993 1992
---- ---- ----
Net sales ......................... 100.0% 100.0% 100.0%
Cost of sales ..................... 79.5 68.9 63.0
Selling, general and administrative
expenses ......................... 25.0 23.9 20.2
Gain on sale of building -- net ... -- -- 22.7
Earnings (loss) before income taxes (3.8) 8.4 40.0
Income tax provision (benefit) .... (.4) .5 2.4
Net earnings (loss) ............... (3.4) 7.9 37.6
6
The following table sets forth, for the periods indicated, the percentage
increase or decrease of certain items included in the Company's consolidated
statements of operations.
Increase (Decrease) from
Prior Period
------------------------
1994 Compared 1993 Compared
with 1993 with 1992
------------- -------------
Net sales .............................. (3.6)% (5.7)%
Cost of sales .......................... 11.1 3.1
Selling, general and administrative
expenses .............................. 1.1 11.4
Earnings (loss) before income taxes .... * (80.1)
Income tax provision ................... * (81.6)
Net earnings (loss) .................... * (80.0)
* Percentage not meaningful.
Sales
-----
Net sales decreased 3.6% from 1993 to 1994 from approximately $47.5 million
to $45.7 million. The Company attributes this decrease primarily to decreases in
transformer unit sales and selling prices as a result of continuing competition
in the industry, and decreases in delay line unit sales due to the maturity of
this product line, offset in part by an increase in sales of packaged modules.
Net sales decreased 5.7% from 1992 to 1993 from approximately $50.4 million
to $47.5 million. The Company attributes this decrease primarily to decreases in
thick film hybrid sales, selling price reductions on several mature products and
delays in the introduction of certain new products.
Cost of Sales
-------------
Cost of sales as a percentage of net sales increased from 68.9% in 1993 to
79.5% in 1994. The substantial increase in the relative percentage of cost of
sales to net sales was due primarily to selling price reductions on several
mature products and decreased sales. In addition, such percentage increased as a
result of increases in raw material costs due to product mix, and depreciation
expense in the Company's Far East facility and increased costs at the Company's
technical facilities in California and Indiana.
Cost of sales as a percentage of net sales increased from 63.0% in 1992 to
68.9% in 1993. The increases in the cost of sales percentage is primarily
attributable to an increase in manufacturing labor and related overhead in the
Company's Far East facilities and increases in engineering and related expenses
at the Company's Indiana facility. In addition, the relative percentage of
material, labor and overhead costs have increased due to selling price
reductions on several mature products.
Selling, General and Administrative Expenses
--------------------------------------------
The percentage relationship of selling, general and administrative expenses
to net sales increased 1.1% from 1994 to 1993. The Company attributes the
increase primarily to (1) severance and related moving and training expenses
incurred during the second quarter of 1994 in the amount of $1,190,000 in
connection with its Far East subsidiary's decision to move its manufacturing
from Hong Kong to lower cost areas in Macau and The People's Republic of China
and (2) decreased sales. Selling, general and administrative expenses increased
in dollar amount by 1.1% principally as a result of expenses in connection with
the manufacturing move described above offset in part by reductions in
commissions and related selling expenses.
The percentage relationship of selling, general and administrative expenses
to net sales increased by 3.7% from 1992 to 1993. The Company attributes the
increase primarily to decreased sales in 1993, the expansion of the sales and
marketing force and other sales related expenses, and certain housing expenses
and related amenities related to expatriates working at the Far East facilities.
These increases were offset by a duty refund received by the Company and its Far
East subsidiary and lower depreciation charges in the Far East. Selling, general
and administrative expenses increased in dollar amount by 11.4%.
Other Income and Expenses; Gain on Sale
---------------------------------------
Other income, consisting principally of earnings on cash and cash
equivalents and marketable securities offset in part by realized losses on the
sale of marketable securities and the loss on abandonment of fixed assets
incurred in connection with the Company's move from Hong Kong to Macau and The
People's Republic of China, decreased by approximately $288,000 in 1994 from
1993. The decrease is attributable to the
7
Company and its Far East subsidiary realizing approximately $135,000 of losses
from the sale of marketable securities during 1994, the loss on abandonment of
fixed assets of approximately $167,000 during 1994 and lower earnings on
invested funds due to lower average balances during 1994 versus 1993.
Other income, increased by approximately $311,000 from 1992 to 1993. The
Company attributes the increase primarily to increased cash balances and
marketable securities resulting from the sale of the Company's Hong Kong
principal manufacturing and office facility in November, 1992.
Provision for Income Taxes
--------------------------
The Company has historically followed a policy of reinvesting substantially
all of the earnings of foreign subsidiaries in the expansion of its foreign
operations. If the unrepatriated funds were distributed to the parent
corporation rather than reinvested in the Far East, such funds would be subject
to United States Federal income taxes. No funds were repatriated during 1994,
1993 or 1992. (See Note 6 of Notes to Consolidated Financial Statements).
The income tax provision decreased from a charge of $222,000 in 1993 to a
$203,000 benefit in 1994. The Company attributes this change primarily to the
loss before income tax provision during 1994 versus earnings before income tax
provision for 1993.
The provision for income taxes increased from 1992 to 1993. The Company
attributes this increase primarily to greater earnings at the Company's Far East
and U.S. operations, offset by the utilization of U.S. net operating loss
carryforward which reduced income taxes by approximately $750,000.
The Company's effective tax rate has been lower than the statutory United
States corporate rate primarily as a result of lower rates in Hong Kong and
Macau. In addition, during 1992, substantially all of the gain on the sale of
the Company's Hong Kong subsidiary's principal manufacturing and office facility
was not subject to taxation and in 1993 the tax rate was impacted for the
utilization of net operating loss carryforward in the United States. During 1994
there was no utilization of net operating loss carryforward in the United
States.
Inflation
---------
During the past two years, the effect of inflation on the Company's
profitability was not material. Fluctuation of the U.S. dollar against other
major currencies does not significantly affect the Company's foreign operations
as most transactions are denominated in U.S. dollars.
Liquidity and Capital Resources
-------------------------------
Historically, the Company has financed its capital expenditures through
operating profits. In addition, the capital base was enhanced in prior years as
a result of public offerings of common stock by the Company and, in 1992, by the
sale of a facility in Hong Kong. Management believes that its existing capital
base and the Company's available lines of credit will be sufficient to fund its
operations for the near term.
8
The Company has lines of credit, in the aggregate amount of $5,000,000, of
which $3,000,000 is from domestic banks and $2,000,000 is from foreign banks.
During 1994, the Company borrowed $300,000 under its domestic line-of-credit
with interest at the prime rate, 8.5% per annum. The Company repaid the loan in
full on March 2, 1995.
From October 3, 1994 through November 8, 1994, the Company acquired 531,400
Class A Voting Common Shares of Pulse Engineering, Inc. ("Pulse"), representing
approximately 9.7% of Pulse's outstanding shares, at a cost of $2,464,839.
The Company has proposed to acquire all of Pulse's common stock for $6 per
share, consisting of $3 in cash and $3 of the Company's Common Stock, subject
to, among other things, a mutually acceptable definitive merger agreement. Pulse
has advised the Company that is has retained an investment banker to study the
Company's offer. Pulse has given no other indication as to whether it intends to
accept or reject the Company's offer or otherwise pursue negotiations.
The Company intends to review its investment in Pulse on a continuing basis
and, depending on various factors, including Pulse's business affairs and
financial position, the price levels of its Common Stock, conditions in the
securities markets and general economic and industry conditions, it may in the
future take such actions with respect to its investment in Pulse as it deems
appropriate in light of the circumstances existing from time to time, including,
but not limited to, purchasing additional shares of Pulse's common stock,
selling some or all of its Pulse shares, proposing a slate of nominees for
election as directors at Pulse's annual meeting, or commencing a tender offer
for all, or a majority of, Pulse's outstanding stock.
The Company is in the process of seeking financing for the proposed
transaction. Because of its financial condition and banking relationships, the
Company has advised Pulse that it is confident that financing would not be an
impediment to consummation of the proposed transaction.
On March 23, 1995, Pulse announced that it had received an offer from
Technitrol, Inc. ("Technitrol") to acquire all of Pulse's outstanding stock at a
price of $6.25 per share, one-half (1/2) of such consideration to be in cash and
one-half (1/2) to be in Technitrol stock. Pulse has asked potential acquirers
for final offers on or about April 19, 1995. The Company is analyzing its
alternatives in light of this announcement.
The Company's cash and cash equivalent position declined by $5.3 million,
principally reflecting $6.3 million in purchases of property, plant and
equipment.
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 1994 or 1993.
The Company's shareholders' equity declined by $2.3 million from December
31, 1993 to December 31, 1994, reflecting the Company's 1994 net loss of $1.6
million and a net unrealized loss on marketable securities of $.9 million. Such
unrealized loss on marketable securities primarily reflects the decline in value
of certain U.S. Government agencies--collateralized mortgage obligations,
including principal only strips. (See Note 3 of Notes to Consolidated Financial
Statements.)
Cash, accounts receivable and marketable securities comprised approximately
35.7% and 43.9% of the Company's total assets at December 31, 1994 and December
31, 1993, respectively. The Company's current ratio (i.e., the ratio of current
assets to current liabilities) was 5.1 to 1 at December 31, 1994 and 7.3 to 1 at
December 31, 1993.
9
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
Index to Consolidated Financial Statements
and Supplementary Financial Data Page
------------------------------------------ ----
Independent Auditors' Report .................................... F-1
Financial Statements:
Consolidated Balance Sheets, December 31, 1994
and 1993 ................................................. F-2 -- F-3
Consolidated Statements of Operations, Years
Ended December 31, 1994, 1993 and 1992 ................... F-4
Consolidated Statements of Stockholders' Equity,
Years Ended December 31, 1994, 1993 and 1992 ............. F-5
Consolidated Statements of Cash Flows, Years
Ended December 31, 1994, 1993 and 1992 ................... F-6 -- F-7
Notes to Consolidated Financial Statements ................. F-8 -- F-15
Supplementary Financial Data:
Selected Quarterly Financial Data (Unaudited)
Years Ended December 31, 1994 and 1993 ................... F-16
Schedule VIII: Valuation and Qualifying Accounts ........... S-1
10
[DELOITTE LOGO & LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Bel Fuse Inc.
Jersey City, New Jersey
We have audited the accompanying consolidated balance sheets of Bel Fuse Inc.
and its subsidiaries (the "Company") as of December 31, 1994 and 1993, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 1994. Our
audits also included the financial statement schedule listed in the Index at
Item 14. These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements presents fairly, in all
material respects, the financial position of Bel Fuse Inc. and its subsidiaries
at December 31, 1994 and 1993, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1994 in
conformity with generally accepted accounting principles. Also, in our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
DELOITTE & TOUCHE LLP
March 8, 1995
[DELOITTE TOHMATSU LOGO]
F-1
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
------
December 31,
-------------------------
1994 1993
---- ----
Current Assets:
Cash and cash equivalents ............. $ 2,842,894 $ 8,102,768
Marketable securities (Note 3) ........ 7,508,304 9,140,906
Accounts receivable -- less allowance
for doubtful accounts of $70,000 .... 8,079,971 6,062,867
Inventories (Note 4) .................. 8,766,203 8,827,945
Prepaid expenses and other current
assets (Note 10) .................... 959,764 152,413
----------- -----------
Total Current Assets .................. 28,157,136 32,286,899
Property, plant and equipment -- net
(Notes 5 and 11) .................... 22,226,076 19,479,971
Unamortized excess of cost over fair
value of assets acquired ............ 166,925 188,273
Other assets (Note 11) ................ 1,102,898 1,166,601
----------- -----------
TOTAL ASSETS .......................... $51,653,035 $53,121,744
=========== ===========
See notes to consolidated financial statements.
F-2
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
December 31,
----------------------------
1994 1993
---- ----
Current Liabilities:
Note payable (Note 11) .................... $ 300,000 $ 3,139
Accounts payable .......................... 3,171,408 1,261,093
Accrued expenses .......................... 1,987,536 2,020,860
Income taxes payable (Note 6) ............. -- 924,251
Deferred income taxes ..................... 28,000 203,000
------------ ------------
Total Current Liabilities ............... 5,486,944 4,412,343
Deferred income taxes (Note 6) .............. 240,000 439,000
------------ ------------
Total Liabilities ....................... 5,726,944 4,851,343
------------ ------------
Commitments and Contingencies
(Notes 6, 7, 8, 9 and 11)
Stockholders' Equity (Note 9):
Preferred stock, no par value,
authorized 1,000,000 shares;
none issued ............................. -- --
Common stock, par value $.10 per share --
authorized 10,000,000 shares; out-
standing 4,965,195 and 4,934,288
shares .................................. 496,520 493,429
Additional paid-in capital ................ 6,288,987 6,201,682
Retained earnings ......................... 40,017,231 41,575,290
Net unrealized loss on marketable
securities (Note 3) ..................... (876,647) --
------------ ------------
Total Stockholders' Equity .............. 45,926,091 48,270,401
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY ................................ $ 51,653,035 $ 53,121,744
============ ============
See notes to consolidated financial statements.
F-3
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
-----------------------------------------
1994 1993 1992
---- ---- ----
Net sales .................. $ 45,746,724 $ 47,460,108 $ 50,354,150
------------ ------------ ------------
Costs and Expenses:
Cost of sales ............ 36,349,461 32,711,024 31,726,012
Selling, general and
administrative ......... 11,458,246 11,337,782 10,181,482
------------ ------------ ------------
47,807,707 44,048,806 41,907,494
------------ ------------ ------------
Income (loss) from
operations ............... (2,060,983) 3,411,302 8,446,656
------------ ------------ ------------
Gain on sale of
building -- net (Note 2).. -- -- 11,410,084
Other income (net) ......... 306,477 594,415 283,878
Interest expense ........... 6,553 1,204 8,268
------------ ------------ ------------
Earnings (loss) before
income taxes ............. (1,761,059) 4,004,513 20,132,350
Income tax provision
(benefit) (Note 6) ....... (203,000) 222,000 1,204,000
------------ ------------ ------------
Net earnings (loss) ........ $ (1,558,059) $ 3,782,513 $ 18,928,350
============ ============ ============
Earnings (loss) per
common share ............. $(.32) $.77 $3.88
===== ==== =====
Weighted average number
of common shares out-
standing ................. 4,947,060 4,921,076 4,883,913
============ ============ ============
See notes to consolidated financial statements.
F-4
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock Net Unreal-
----------------------- Additional ized Loss on
Shares Par Paid-in Retained Marketable
Outstanding Value Capital Earnings Securities Total
----------- ----- ---------- -------- ------------ -----
Balance, January 1, 1992 ...... 4,853,707 $ 485,371 $ 5,964,977 $ 18,864,427 -- $ 25,314,775
Exercise of stock options ..... 59,199 5,920 173,946 -- -- 179,866
Net earnings .................. -- -- -- 18,928,350 -- 18,928,350
------------ ------------ ------------ ------------ ------------ ------------
Balance, December 31, 1992..... 4,912,906 491,291 6,138,923 37,792,777 -- 44,422,991
Exercise of stock options ..... 21,382 2,138 62,759 -- -- 64,897
Net earnings .................. -- -- -- 3,782,513 -- 3,782,513
------------ ------------ ------------ ------------ ------------ ------------
Balance, December 31, 1993..... 4,934,288 493,429 6,201,682 41,575,290 -- 48,270,401
Exercise of stock options ..... 30,907 3,091 87,305 -- -- 90,396
Net (loss) .................... -- -- -- (1,558,059) -- (1,558,059)
Net unrealized loss on
marketable securities ....... -- -- -- -- (876,647) (876,647)
------------ ------------ ------------ ------------ ------------ ------------
Balance, December 31, 1994..... 4,965,195 $ 496,520 $ 6,288,987 $ 40,017,231 $ (876,647) $ 45,926,091
============ ============ ============ ============ ============ ============
See notes to consolidated financial statements.
F-5
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
-----------------------------------------------
1994 1993 1992
---- ---- ----
Cash flows from operating activities:
Net income (loss) .............................. $ (1,558,059) $ 3,782,513 $ 18,928,350
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization .............. 2,619,083 2,409,123 2,365,426
Deferred income taxes ...................... (374,000) (87,000) (77,600)
(Gain) on sale of building ................. -- -- (12,379,084)
Net (gain) loss on sale of marketable
securities ............................... 134,743 30,844 (76,361)
Provision for doubtful accounts ............ 16,175 20,000 --
Inventory reserve adjustment ............... 658,432 194,272 --
Loss on disposal/abandonment
of property and equipment ................ 167,094 25,017 --
Changes in operating assets
and liabilities .......................... (2,449,875) (1,259,191) (294,435)
------------- ------------- -------------
Net Cash Provided by (used in)
Operating Activities ............... (786,407) 5,115,578 8,466,296
------------- ------------- -------------
Cash flows from investing activities:
Purchase of property, plant and equipment .... (6,318,700) (5,099,913) (7,913,672)
Proceeds from sale of building ............... -- -- 14,569,923
Purchase of marketable securities ............ (4,924,030) (12,478,210) --
Proceeds from sale of marketable securities... 5,545,242 3,286,460 105,979
Proceeds from sale of equipment .............. 807,764 50,372 --
Payments to contractor ....................... -- -- (640,000)
Proceeds from repayment by contractor ........ 29,000 29,000 29,000
------------- ------------- -------------
Net Cash Provided by (used in)
Investing Activities ............... (4,860,724) (14,212,291) 6,151,230
------------- ------------- -------------
Cash flows from financing activities:
Proceeds from exercise of stock options ...... 90,396 64,897 179,866
Proceeds from borrowings ..................... 300,000 -- --
Repayment of borrowings ...................... (3,139) (4,264) (3,785)
------------- ------------- -------------
Net Cash Provided by Financing
Activities ......................... 387,257 60,633 176,081
------------- ------------- -------------
Net Increase (Decrease) in Cash and Cash
Equivalents .................................. (5,259,874) (9,036,080) 14,793,607
Cash and Cash Equivalents -- beginning of year.. 8,102,768 17,138,848 2,345,241
------------- ------------- -------------
Cash and Cash Equivalents -- end of year ....... $ 2,842,894 $ 8,102,768 $ 17,138,848
============= ============= =============
See notes to consolidated financial statements.
F-6
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Year Ended December 31,
-----------------------------------------------
1994 1993 1992
---- ---- ----
Changes in operating assets
and liabilities consist of:
(Increase) decrease in
accounts receivable ....... (2,033,279) 1,450,207 (1,803,143)
(Increase) in inventories .. (596,690) (2,019,177) (1,256,602)
(Increase) decrease in
prepaid expenses and
other current assets ...... (836,351) 51,909 178,735
(Increase) decrease in other
assets .................... 63,703 (102,709) 11,152
Increase (decrease) in
accounts payable .......... 1,910,315 (14,489) 434,640
Increase (decrease) in
accrued expenses .......... (957,573) (549,128) 1,140,733
Increase (decrease) in
income taxes payable ...... -- (75,804) 1,000,050
------------ ------------ ------------
$ (2,449,875) $ (1,259,191) $ (294,435)
============ ============ ============
Supplementary information:
Cash paid during year for:
Interest .................. $ 4,778 $ 1,204 $ 8,268
============ ============ ============
Income taxes .............. $ 680,783 $ 387,809 $ 250,883
============ ============ ============
See notes to consolidated financial statements.
F-7
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Bel Fuse Inc. and its subsidiaries (the "Company") are engaged in the
design, manufacture and sale of products used in local area networking,
telecommunication, business equipment and consumer electronic applications.
PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany transactions and balances have been eliminated.
CASH AND CASH EQUIVALENTS -- Cash equivalents include short-term
investments with an original maturity of three months or less when purchased
(principally commercial paper, U.S. treasury bills, and municipal funds) which
amounted to $1,291,000 at December 31, 1993.
MARKETABLE SECURITIES -- Effective January 1, 1994, the Company implemented
Financial Accounting Standards Board Statement No. 115 "Accounting for Certain
Investments in Debt and Equity Securities" (SFAS 115). In accordance with SFAS
115 the Company classifies its investments in debt and equity securities as
"available for sale", and accordingly, reflects unrealized gains and losses, as
a separate component of stockholders' equity. At December 31, 1994, the income
tax benefit attributable to the unrealized loss on marketable securities, was
entirely offset by a valuation allowance.
Marketable securities are held by both the parent company and its Hong Kong
subsidiary. The fair values are estimated based on quoted market prices.
Realized gains or losses from the sales of marketable securities are based on
the specific identification method.
INVENTORIES -- Inventories are stated at the lower of weighted average cost
(first-in, first-out) or market.
DEPRECIATION -- Property, plant and equipment are stated at cost less
accumulated depreciation. Depreciation is calculated primarily using the
declining-balance method for machinery and equipment and the straight-line
method for buildings over their estimated useful lives.
INCOME TAXES -- Deferred taxes are provided to reflect the tax effect of
temporary differences between financial reporting and tax bases of assets and
liabilities. The principal items giving rise to deferred taxes are the use of
accelerated depreciation methods for plant and equipment and certain expenses
which have been deducted for financial reporting purposes which are not
currently deductible for income tax purposes.
EXCESS OF COST OVER FAIR VALUE OF ASSETS ACQUIRED -- The excess of cost
over fair market value of assets acquired is being amortized on a straight-line
basis over forty years. Amortization was approximately $21,000, for each of the
years ended December 31, 1994, 1993 and 1992.
EARNINGS (LOSS) PER COMMON SHARE -- Earnings (loss) per common share are
computed using the weighted average number of common shares outstanding during
the year. The dilutive effect of outstanding options were not material in 1993
and 1992 and were not considered in 1994 as their effect is antidilutive.
RECLASSIFICATIONS -- Certain reclassifications have been made to prior year
balances in order to conform with the current year's presentation.
F-8
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SALE OF BUILDING
On November 18, 1992 the Company's Hong Kong subsidiary sold its principal
Hong Kong manufacturing and office facility for approximately $14,900,000
resulting in a gain of $12,400,000, net of approximately $1,000,000 in related
severance and moving expenses, in connection with the Company's move to new
manufacturing and office facilities in Hong Kong and Macau.
3. MARKETABLE SECURITIES
Estimated Gross Gross
Amortized Fair Unrealized Unrealized
Cost Value Gains Losses
--------- --------- ---------- ----------
December 31, 1994:
Municipalities ..... $ 1,214,699 $ 1,197,913 $ -- $ (16,786)
U.S. Government
agencies--
collateralized
mortgage
obligations(2).... 1,575,511 924,942 -- (650,569)
Equities:
Common stock (1) . 3,857,214 3,746,375 138,939 (249,778)
Preferred stock .. 830,690 762,800 -- (67,890)
Mutual funds ....... 545,963 528,350 -- (17,613)
Foreign corporation
bonds ............ 360,575 347,625 -- (12,950)
----------- ----------- ----------- -----------
$ 8,384,652 $ 7,508,005 $ 138,939 $(1,015,586)
=========== =========== =========== ===========
----------
(1) During the fourth quarter of 1994 the Company acquired 531,400 Class A
Voting Common Shares of Pulse Engineering, Inc., 9.7% of Pulse's outstanding
shares, at a cost of $2,464,839.
(2) Includes principal only strips valued at amortized cost of $987,716 and an
estimated fair value of $415,649.
December 31, 1993:
Municipalities ........................ $2,976,755
U.S. Government
bonds ............................... 1,100,086
U.S. Government agencies--
collateralized mortgage obligations . 1,603,996
Equities:
Common stock ........................ 1,487,452
Preferred stock ..................... 691,172
Foreign corporation
bonds ................................ 1,281,445
----------
$9,140,906
==========
At December 31, 1993, fair value approximated amortized cost.
Gross realized gains were $34,964 in 1994 ($38,128 in 1993 and $76,361 in
1992). Gross realized losses were $169,707 in 1994 ($68,972 in 1993 and $-0- in
1992).
The amortized cost and estimated fair value of debt securities at December
31, 1994, by contractual maturity, are as follows:
Estimated
Cost Fair Value
---- ----------
Due in one year or less ..... $ 600,552 $ 597,705
Due in one year through three
years ..................... 860,153 842,235
Due after three years ....... 1,690,080 1,030,540
---------- ----------
$3,150,785 $2,470,480
========== ==========
4. INVENTORIES
December 31,
--------------------------
1994 1993
---- ----
Raw materials .............. $ 6,552,826 $ 5,367,270
Work in process............. 35,897 282,247
Finished goods.............. 2,177,480 3,178,428
----------- -----------
$ 8,766,203 $ 8,827,945
=========== ===========
5. PROPERTY, PLANT AND EQUIPMENT
December 31,
-------------------------
1994 1993
---- ----
Land ........................... $ 686,987 $ 458,039
Buildings and improvements ..... 10,121,169 6,760,978
Construction in progress ....... -- 2,935,478
Machinery and equipment ........ 27,004,661 22,798,347
Idle property held for sale .... 935,000 935,000
----------- -----------
38,747,817 33,887,842
Less accumulated depreciation... 16,521,742 14,407,871
----------- -----------
$22,226,075 $19,479,971
=========== ===========
Depreciation expense for the years ended December 31, 1994, 1993 and 1992
was $2,597,735, $2,367,777, and $2,344,081, respectively.
F-9
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. INCOME TAXES
The provision (benefit) for income taxes consists of the following:
Year Ended December 31,
-----------------------------------------
1994 1993 1992
---- ---- ----
Current:
Federal(a)... $ -- $ 22,000 $ 40,000
Foreign ..... 162,000 286,000 1,242,000
State ....... 9,000 1,000 --
----------- ----------- -----------
171,000 309,000 1,282,000
----------- ----------- -----------
Deferred:
Foreign ..... (374,000) (87,000) (78,000)
----------- ----------- -----------
$ (203,000) $ 222,000 $ 1,204,000
=========== =========== ===========
----------
(a) Reduced by $645,000 and $750,000 in 1993 and 1992 for utilization of a net
operating loss carryforward.
A reconciliation of taxes on income at the federal statutory rate to
amounts provided is as follows:
Years Ended December 31,
-----------------------------------------
1994 1993 1992
---- ---- ----
Tax provision (benefit) computed
at the Federal statutory rate .. $ (599,000) $ 1,361,000 $ 6,845,000
Increase (decrease) in taxes
resulting from:
Effect of unused U.S. tax
losses ......................... 163,000 -- --
Utilization of Federal net
operating loss carryforward --
U.S ............................ -- (645,000) (750,000)
Alternative minimum tax -- U.S ... -- 22,000 40,000
Lower tax rates applicable
to foreign operations .......... -- (516,000) (774,000)
Exclusion of taxes applicable
to gain on sale of foreign
property ....................... -- -- (4,215,000)
Effect of unused foreign tax
losses ......................... 107,000 -- 58,000
Other, net ....................... 126,000 -- --
----------- ----------- -----------
$ (203,000) $ 222,000 $ 1,204,000
=========== =========== ===========
F-10
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. INCOME TAXES (Continued)
The types of temporary differences between the tax bases of assets and
liabilities and their financial reporting amounts that give rise to the deferred
tax liability and deferred tax asset and their approximate tax effects are as
follows:
December 31,
----------------------------------------------------------
1994 1993
---- ----
Temporary Temporary
Difference Tax Effect Difference Tax Effect
---------- ---------- ---------- ----------
Depreciation .... $ 3,947,000 $ 576,000 $ 4,152,000 $ 786,000
Net operating
loss carry-
forward ........ (3,074,000) (682,000) (455,000) (155,000)
Net unrealized
loss on mar-
ketable
securities ..... (356,000) (121,000) -- --
Vacation and
medical accruals -- -- (198,000) (67,000)
Allowance
accruals ....... (70,000) (20,000) (50,000) (17,000)
Accrued moving
expenses ....... -- -- (366,000) (29,000)
Amortization .... -- -- 97,000 7,000
Tax credit carry-
forward ........ (175,000) (175,000) (175,000) (175,000)
Valuation
allowances ..... 1,786,000 690,000 520,000 292,000
----------- ----------- ----------- -----------
$ 2,058,000 $ 268,000 $3,525,000 $ 642,000
=========== =========== =========== ===========
The United States net operating loss carryforward of approximately $746,000
expires in 2007. Approximately $300,000 of such amounts arose from deductions
related to incentive stock options. Upon utilization, additional paid-in-capital
will be increased by the tax benefit realized.
It is management's intention to permanently reinvest a substantial portion
of the earnings of foreign subsidiaries in the expansion of its foreign
operations. No funds were repatriated during 1994. Unrepatriated earnings, upon
which income taxes have not been accrued, amounted to approximately $37,282,000
at December 31, 1994. The related amount of income taxes would approximate
$6,338,000.
F-11
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. OPERATIONS IN GEOGRAPHIC AREAS, FOREIGN OPERATIONS AND EXPORT SALES
Adjustments
United Foreign and
States Countries Eliminations Consolidated
------------ ------------ ------------ ------------
1994
----
Sales to unaffil-
iated customers .. $ 25,917,319 $ 19,829,405 $ -- $ 45,746,724
Transfers between
geographic areas . 1,674,378 17,256,984 (18,931,362) --
------------ ------------ ------------ ------------
Total Revenue ... $ 27,591,697 $ 37,086,389 $(18,931,362) $ 45,746,724
============ ============ ============ ============
Operating (loss) .. $ (1,125,758) $ (935,225) $ -- $ (2,060,983)
============ ============ ============ ============
Identifiable assets
as at December 31,
1994 ............. $ 15,124,357 $ 36,536,422 $ (7,744) $ 51,653,035
============ ============ ============ ============
1993
----
Sales to unaffil-
iated customers .. $ 25,381,690 $ 22,078,418 $ -- $ 47,460,108
Transfers between
geographic areas . 3,364,331 16,891,277 (20,255,608) --
------------ ------------ ------------ ------------
Total Revenue ..... $ 28,746,021 $ 38,969,695 $(20,255,608) $ 47,460,108
============ ============ ============ ============
Operating income .. $ 1,181,644 $ 2,229,658 $ -- $ 3,411,302
============ ============ ============ ============
Identifiable assets
as at December 31,
1993 ............. $ 12,811,141 $ 40,318,347 $ (7,744) $ 53,121,744
============ ============ ============ ============
1992
----
Sales to unaffil-
iated customers .. $ 25,532,563 $ 24,821,587 $ -- $ 50,354,150
Transfers between
geographic areas . 4,446,317 16,867,689 (21,314,006) --
------------ ------------ ------------ ------------
Total Revenue ..... $ 29,978,880 $ 41,689,276 $(21,314,006) $ 50,354,150
============ ============ ============ ============
Operating income .. $ 1,644,331 $ 6,802,325 $ -- $ 8,446,656
============ ============ ============ ============
Identifiable assets
as at December 31,
1992 ............. $ 13,352,922 $ 36,659,839 $ (7,744) $ 50,005,017
============ ============ ============ ============
F-12
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. OPERATIONS IN GEOGRAPHIC AREAS, FOREIGN OPERATIONS AND EXPORT
SALES (Continued)
Transfers between geographic areas include raw materials manufactured in
the United States which are shipped to foreign countries to be manufactured into
finished products and finished products manufactured in foreign countries and
transferred to the United States for sale. Operating income (loss) represents
total revenue less operating expenses. In computing operating income (loss),
none of the following items have been included: gain on sale of building,
interest income or expense, other income and income taxes.
Identifiable assets are those assets of the Company that are identified
with the operations of each geographic area.
The Company realized exchange (gains) losses of approximately $(2,000),
$32,000, and $71,000 for the years ended December 31, 1994, 1993 and 1992,
respectively. Unrealized exchange gains (losses) on foreign currency amounted to
approximately $72,000, $(101,000), and $31,000 for the years ended December 31,
1994, 1993 and 1992, respectively.
The Company had sales in excess of ten percent to customers who manufacture
electronic equipment. The amounts and percentages were approximately $4,602,000
(10%) in 1994; $6,720,000 (14%) and $5,338,000 (11%) in 1993; and $7,251,000
(14%) in 1992.
The Company's foreign operations are principally in the Far East and the
Company has minor operations in Europe.
8. RETIREMENT FUND AND PROFIT SHARING PLAN
The Company maintains a domestic profit sharing plan to a contributory
stock ownership and savings 401(K) plan which combines stock ownership and
individual voluntary savings provisions to provide retirement benefits for plan
participants. The plan provides for participants to voluntarily contribute a
portion of their compensation, subject to certain legal maximums. The Company
will match, based on a sliding scale, up to $350 for the first $600 contributed
by each participant. Matching contributions plus additional discretionary
contributions will be made with Company stock. The expense for the years ended
December 31, 1994, 1993 and 1992 amounted to approximately $125,000, $107,000
and $122,000, respectively.
The Company's Far East subsidiaries have a retirement fund covering
substantially all of their full-time employees. Eligible employees contribute up
to 5% of salary to the fund. In addition, the Company may contribute an amount
equal to a percentage of eligible salary, as determined by the Company, in cash
or Company stock. The expense for the years ended December 31, 1994, 1993 and
1992 amounted to approximately $345,000, $459,000 and $356,000, respectively.
The Company has agreed to repurchase its stock, if no market exists, should it
be requested to do so by the trustees of the Company's Far East plan.
9. STOCK OPTION PLAN
The Company has a Qualified Stock Option Plan (the "Plan") which provides
for the granting to key employees of "incentive stock options" within the
meaning of Section 422 of the Internal Revenue Code of 1954, as amended. The
Plan provides for the issuance of 700,000 shares, all of which have been
registered as of December 31, 1994.
On May 26, 1994 the Company cancelled 103,500 options to employees
exercisable at $9.125 to $9.75 per share and regranted them at an option price
of $6.50 per share. On May 26, 1994 the Company granted options to employees
covering 43,000 shares at option prices of $6.50 to $7.00 per share and on
September 27, 1994 40,000 options to officers of the Company at an option price
of $7.70 per share.
Substantially all options outstanding become exercisable twenty-five
percent one year from the date of the grant and twenty-five percent for each of
the three years thereafter.
F-13
9. STOCK OPTION PLAN (Continued)
The following summarizes the stock option transactions for the years ended
December 31, 1994, 1993 and 1992:
Number of Per Share
Shares Option Price
--------- ------------
Outstanding at January 1, 1992 ... 187,863 $2.34-$3.75
Cancelled ...................... (8,000) $3.00-$9.125
Granted ........................ 84,500 $ 9.125
Exercised ...................... (59,199) $2.34-$3.75
Outstanding at December 31, 1992.. 205,164 $2.34-$9.125
Cancelled ...................... (18,000) $3.00-$9.125
Granted ........................ 38,000 $ 9.75
Exercised ...................... (21,382) $2.34-$9.75
Outstanding at December 31, 1993.. 203,782 $2.34-$9.75
Cancelled ...................... (116,625) $3.00-$9.75
Granted ........................ 186,500 $6.50-$7.70
Exercised ...................... (30,907) $2.34-$3.75
Outstanding at December 31, 1994.. 242,750 $2.34-$7.70
Available for future grant ....... 203,875
December 31, 1994
Exercisable at December 31, 1994.. 67,250
10. RELATED PARTY TRANSACTIONS
At December 31, 1994 and 1993 prepaid expenses and other current assets
include advances against compensation of $49,577 and $47,500, respectively, to
the Company's Chief Executive Officer.
11. COMMITMENTS AND CONTINGENCIES
Pulse Engineering, Inc.
-----------------------
From October 3, 1994 through November 8, 1994, the Company acquired 531,400
Class A Voting Common Shares of Pulse Engineering, Inc. ("Pulse"), representing
approximately 9.7% of Pulse's outstanding shares, at a cost of $2,464,839.
The Company has proposed to acquire all of Pulse's common stock for $6 per
share, consisting of $3 in cash and $3 of the Company's Common Stock, subject
to, among other things, a mutually acceptable definitive merger agreement. Pulse
has advised the Company that is has retained an investment banker to study the
Company's offer. Pulse has given no other indication as to whether it intends to
accept or reject the Company's offer or otherwise pursue negotiations.
The Company intends to review its investment in Pulse on a continuing basis
and, depending on various factors, including Pulse's business affairs and
financial position, the price levels of its Common Stock, conditions in the
securities markets and general economic and industry conditions, it may in the
future take such actions with respect to its investment in Pulse as it deems
appropriate in light of the circumstances existing from time to time, including,
but not limited to, purchasing additional shares of Pulse's common stock,
selling some or all of its Pulse shares, proposing a slate of nominees for
election as directors at Pulse's annual meeting, or commencing a tender offer
for all, or a majority of, Pulse's outstanding stock.
The Company is in the process of seeking financing for the proposed
transaction. Because of its financial condition and banking relationships, the
Company has advised Pulse that it is confident that financing would not be an
impediment to consummation of the proposed transaction.
On March 23, 1995, Pulse announced that it had received an offer from
Technitrol, Inc. ("Technitrol") to acquire all of Pulse's outstanding stock at a
price of $6.25 per share, one-half (1/2) of such consideration to be in cash and
one-half (1/2) to be in Technitrol stock. Pulse has asked potential acquirers
for final offers on or about April 19, 1995. The Company is analyzing its
alternatives in light of this announcement.
F-14
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. COMMITMENTS AND CONTINGENCIES (Continued)
Leases
------
The Company leases various facilities. Certain of these leases require the
Company to pay certain executory costs (such as insurance and maintenance).
Future minimum lease payments for operating leases are as follows:
Year Ending December 31,
--------------------------------
1995 ............... $ 377,000
1996 ............... 297,000
1997 ............... 141,000
1998 ............... 102,000
1999 ............... 102,000
Thereafter ......... 34,000
----------
$1,053,000
==========
Rental expense was approximately $318,000, $267,000 and $86,000 for the
years ended December 31, 1994, 1993 and 1992, respectively.
Credit Facilities
-----------------
The Company has two domestic unsecured lines of credit totalling
$3,000,000, of which $300,000 was outstanding at December 31, 1994 with interest
at the prime rate, 8.5% per annum. On March 2, 1995 the Company repaid the loan.
The lines of credit are renewable annually.
The Company's Hong Kong subsidiary has an unsecured line of credit of
approximately $2,000,000 which expires in August, 1995 and was unused at
December 31, 1994. The line of credit is guaranteed by the U.S. parent.
Production Arrangements
-----------------------
The Company's Hong Kong subsidiary has an agreement with a contractor in
the People's Republic of China for the assembly of electronic components. The
Company advanced the contractor monies for the construction of a 50,000 square
foot facility of which $288,681 is outstanding at December 31, 1994. The Company
is obligated to the contractor in the amount of approximately $259,000 a year
through 2003 for minimum labor charges offset in part by the $288,681 owed to
the Company by the contractor.
F-15
BEL FUSE INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA
(UNAUDITED)
Total Year
Ended
March 31, June 30, September 30, December 31, December 31,
1994 1994 1994 1994 1994
---- ---- ---- ---- ----
Net sales .... $ 9,423,962 $ 10,110,328 $ 12,191,187 $ 14,021,247 $ 45,746,724
------------ ------------ ------------ ------------ ------------
Gross
Profit ..... $ 1,668,823 $ 1,787,821 $ 2,578,092 $ 3,362,527 $ 9,397,263
------------ ------------ ------------ ------------ ------------
Net
earnings
(loss) ..... $ (665,492) $ (2,206,886) $ 354,731 $ 959,588 $ (1,558,059)
============ ============ ============ ============ ============
Earnings
per share .. $(.13) $(.45) $.07 $.19 $(.32)
===== ===== ==== ==== =====
Total Year
Ended
March 31, June 30, September 30, December 31, December 31,
1993 1993 1993 1993 1993
---- ---- ---- ---- ----
Net sales .... $11,740,440 $12,042,854 $13,359,525 $10,317,299 $47,460,108
----------- ----------- ----------- ----------- -----------
Gross
profit ..... $ 3,929,582 $ 3,902,320 $ 4,266,647 $ 2,650,535 $14,749,084
----------- ----------- ----------- ----------- -----------
Net
earnings ... $ 1,365,466 $ 1,029,156 $ 1,324,757 $ 63,134 $ 3,782,513
=========== =========== =========== =========== ===========
Earnings
per
share ...... $.28 $.21 $.27 $.01 $.77
==== ==== ==== ==== ====
F-16
Item 9. Changes in and Disagreements with Accountants
---------------------------------------------
on Accounting and Financial Disclosure
--------------------------------------
None.
PART III
--------
Item 10. Directors of the Registrant
---------------------------
The Company hereby incorporates by reference the applicable information
from its definitive proxy statement for its 1995 Annual Meeting of Shareholders.
Item 11. Executive Compensation
----------------------
The Company hereby incorporates by reference the applicable information
from its definitive proxy statement for its 1995 Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The Company hereby incorporates by reference the applicable information
from its definitive proxy statement for its 1995 Annual Meeting of Shareholders.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
The Company hereby incorporates by reference the applicable information
from its definitive proxy statement for its 1995 Annual Meeting of Shareholders.
11
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
---------------------------------------------------------------
Page
----
(a)
1. Financial statements filed as a part of this report:
Independent Auditors' Report ............................... F-1
Consolidated Balance Sheets as of December 31,
1994 and 1993 ............................................ F-2 -- F-3
Consolidated Statements of Operations for Each
of the Three Years in the Period Ended
December 31, 1994 ........................................ F-4
Consolidated Statements of Stockholders' Equity
for Each of the Three Years in the Period
Ended December 31, 1994 .................................. F-5
Consolidated Statements of Cash Flows for Each
of the Three Years in the Period Ended
December 31, 1994 ........................................ F-6 -- F-7
Notes to Consolidated Financial Statements ................. F-8 -- F-15
Selected Quarterly Financial Data--Years Ended
December 31, 1994 and 1993 (Unaudited) ................... F-16
2. Financial statement schedules filed as part of
this report:
Schedule VIII: Valuation and Qualifying Accounts ........... S-1
All other schedules are omitted because they are
inapplicable, not required or the information is
included in the financial statements or notes
thereto.
(b)
3. Exhibits filed as part of this report.
Exhibit No.:
------------
3.1 Certificate of Incorporation, as amended -- Incorporated by
reference to Exhibit 3.1 of the Company's Annual Report on Form
10-K for the year ended December 31, 1992.
3.2 By-laws, as amended, are hereby incorporated by reference to
Exhibit 4.2 of the Company's Registration Statement on Form S-2
(Registration No. 33-16703) filed with the Securities and Exchange
Commission on August 25, 1987.
10.1 Agency agreement dated October 1, 1988 between Bel Fuse Ltd. and
Rush Profit Ltd.
10.2 Contract dated March 16, 1990 between Accessorios Electronicos (Bel
Fuse Macau Ltd.) and the Government of Macau.
10.3 Loan agreement dated February 14, 1990 between Bel
Fuse, Ltd. (as lender) and Luen Fat Lee Electronic Factory (as
borrower). -- Incorporated by reference to Exhibit 10.9 of the
Company's Annual Report on Form 10-K for the year ended December
31, 1989.
12
Item 14. Exhibits. Financial Statement Schedules and Reports on
------------------------------------------------------
Form 8-K (Continued)
--------------------
Exhibit No. ___:
---------------
10.4 Lease dated April 15, 1990 between the Company's French subsidiary
(as lessee) and lessor. -- Incorporated by reference to Exhibit
10.9 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1990.
10.5 Lease dated March 20, 1992 between the Company's Central Coil
Company, Inc. subsidiary (as lessee) and lessor. -- Incorporated
by reference to Exhibit 10.12 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1991.
10.6 Stock Option Plan -- Incorporated by reference to Exhibit 28.1 of
the Company's Registration Statement on Form S-8 (Registration No.
33-53462) filed with the Securities and Exchange Commission on
October 20, 1992.
10.7 Contract for purchase of the new manufacturing and office space of
the Company's Macau subsidiary located in Macau, dated May 4, 1993
between Fundicio e Construciones Mecanicas (Macau) S.A.R.L.
(seller) and Accessorios Electronicos "Bel Fuse" Macau LDA (buyer)
-- Incorporated by reference to Exhibit 10-11 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1993.
11.1 A statement regarding the computation of earnings per share is
omitted because such computation can be clearly determined from the
material contained in this Annual Report on Form 10-K.
22.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Auditors.
(c) The Company did not file any reports or Form 8-K during the quarter ended
December 31, 1994.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
BEL FUSE, INC.
BY:/s/ DANIEL BERNSTEIN
---------------------------
Daniel Bernstein, President
Dated: March 29, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ ELLIOT BERNSTEIN
------------------------- Chairman of the Board March 29, 1995
Elliot Bernstein and Director (Principal
Executive Officer)
/s/ DANIEL BERNSTEIN
------------------------- President, (Principal March 29, 1995
Daniel Bernstein Financial and Account-
ing Officer) and
Director
------------------------- Director
Howard B. Bernstein
/s/ ROBERT H. SIMANDL
------------------------- Director March 29, 1995
Robert H. Simandl
/s/ DAVID OLSAN
------------------------- Director March 29, 1995
David Olsan
------------------------- Director
Peter Gilbert
14
BEL FUSE INC. AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
Schedule VIII
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Additions
------------------------
(1) (2)
Charged Charged
Balance to to profit to other Balance
Beginning and loss accounts Deductions at close
of period or income (describe) (describe) of period
Description ---------- --------- ---------- ---------- ---------
-----------
Year ended December 31, 1994
Allowance for doubtful
accounts ................. $ 70,000 $ 16,175 $ -- $ 16,175(a) $ 70,000
========== ========== ======== ========== ========
Year ended December 31, 1993
Allowance for doubtful
accounts ................. $ 50,000 $ 20,000 $ -- -- $ 70,000
========== ========== ======== ========== ========
Year ended December 31, 1992
Allowance for doubtful
accounts ................. $ 50,000 $ 11,882 $ -- $ 11,882(a) $ 50,000
========== ========== ======== ========== ========
----------
(a) Write-offs.
S-1
Exhibit No.: Description
------------ -----------
3.1 Certificate of Incorporation, as amended -- Incorporated by
reference to Exhibit 3.1 of the Company's Annual Report on Form
10-K for the year ended December 31, 1992.
3.2 By-laws, as amended, are hereby incorporated by reference to
Exhibit 4.2 of the Company's Registration Statement on Form S-2
(Registration No. 33-16703) filed with the Securities and Exchange
Commission on August 25, 1987.
10.1 Agency agreement dated October 1, 1988 between Bel Fuse Ltd. and
Rush Profit Ltd.
10.2 Contract dated March 16, 1990 between Accessorios Electronicos (Bel
Fuse Macau Ltd.) and the Government of Macau.
10.3 Loan agreement dated February 14, 1990 between Bel
Fuse, Ltd. (as lender) and Luen Fat Lee Electronic Factory (as
borrower). -- Incorporated by reference to Exhibit 10.9 of the
Company's Annual Report on Form 10-K for the year ended December
31, 1989.
10.4 Lease dated April 15, 1990 between the Company's French subsidiary
(as lessee) and lessor. -- Incorporated by reference to Exhibit
10.9 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1990.
10.5 Lease dated March 20, 1992 between the Company's Central Coil
Company, Inc. subsidiary (as lessee) and lessor. -- Incorporated
by reference to Exhibit 10.12 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1991.
10.6 Stock Option Plan -- Incorporated by reference to Exhibit 28.1 of
the Company's Registration Statement on Form S-8 (Registration No.
33-53462) filed with the Securities and Exchange Commission on
October 20, 1992.
10.7 Contract for purchase of the new manufacturing and office space of
the Company's Macau subsidiary located in Macau, dated May 4, 1993
between Fundicio e Construciones Mecanicas (Macau) S.A.R.L.
(seller) and Accessorios Electronicos "Bel Fuse" Macau LDA (buyer)
-- Incorporated by reference to Exhibit 10-11 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1993.
11.1 A statement regarding the computation of earnings per share is
omitted because such computation can be clearly determined from the
material contained in this Annual Report on Form 10-K.
22.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Auditors.
EX-10.1
2
AGENCY AGREEMENT
Dated the 1st day of October 1988.
----------------------------------
RUSH PROFIT LTD.
and
BEL FUSE LTD.
----------------------------------
AGENCY AGREEMENT
----------------------------------
WOO, KWAN, LEE & LO,
SOLICITORS & CO.,
35TH FLOOR, SUN HUNG KAI CENTRE,
30 HARBOUR ROAD, WANCHAI,
HONG KONG.
Doc #0765C
Ref: EY/S6000770/88/j1
AN AGENCY AGREEMENT is made the 1st day of October One thousand nine hundred
and eighty-eight
BETWEEN:-
1. RUSH PROFIT LTD. a company incorporated with limited liability in Hong Kong
whose registered office is situate at Room 1906, 19/F, Kai Tak Commercial
Building, 317-321 Dex Voeux Road Central, Hong Kong (hereinafter called "Rush
Profit") of the one part and
2. BEL FUSE LTD. a company incorporated with limited liability in Hong Kong
whose registered office is situate at Room 1814-15, Star House, 3 Salisbury
Road, Kowloon, Hong Kong (hereinafter called "Bel Fuse") of the other part.
WHEREAS:-
(A). Bel Fuse is desirous of appointing an agent to secure contractors to
process certain electronic components of Bel Fuse ("the Components")
(B). Rush Profit has agreed to be appointed as the agent subject to the terms
and conditions hereinafter appearing.
NOW THIS AGREEMENT WITNESSETH as follows:-
1
1. Bel Fuse appoints Rush Profit as its non-exclusive agent as from the
effective date of this Agreement and until determined as hereinafter provided in
the agent's own name and as a principal (a) to enter into contracts with
companies or factories ("the Processing Factory") in China for the processing of
the Components, (b) to manage and oversee the processing operation with the
Processing Factory and (c) to ship the processed Components to any place
designated by Bel Fuse.
2. Rush Profit hereby undertakes and agrees with Bel Fuse that Rush Profit will
at all times during the continuance in force of this Agreement observe and
perform the terms and conditions set out in this Agreement and in particular,
Rush Profit:-
(a) will use its best endeavour to find the suitable Processing Factory,
to manage and oversee processing operation of the Processing Factory
and to ship the processed Components;
(b) will ensure that any contract or any variations or amendments thereof
which Rush Profit enters with the Processing Factory shall contain the
terms as set out in Clause 3 herein;
(c) will in all matters act loyally and faithfully to Bel Fuse and obey
its orders and instructions and in the absence of any such orders or
instructions in relation to any particular matter will act in such
manner as
2
Rush Profit reasonably consider to be most beneficial to Bel Fuse;
(d) will ship to the Processing Factory, at the expense of Bel Fuse, all
the processing machinery and equipment and all the raw materials,
accessories and assembling materials as Bel Fuse may require to enable
the Processing Factory to process the Components and to ship at the
expense of Bel Fuse the processed Components from the Processing
Factory to such place as shall be designated by Bel Fuse Provided
Always that all shipment and transportation charges incurred between
Chung Shan Pier and the Processing Factory shall be at the expense of
Rush Profit and/or the Processing Factory;
(e) will take all reasonable steps to maintain and protect from loss the
processing machinery and equipment and the raw materials, accessories
and assembling materials as aforesaid;
(f) will comply with or obtain all necessary consents licences or
permissions under any relevent laws regulations or rules for the time
being in force for the (i) import of the processing machinery and
equipment and all the raw materials, accessories and assembling
materials to the country of Processing Factory and (ii) export of the
processed Components from the country of the Processing Factory;
3
(g) will not make representations or give any warranties other than those
contained in Clause 3 herein to the Processing Factory;
(h) in the event of any dispute arising between Rush Profit and the
Processing Factory, will inform Bel Fuse of the dispute and will not
take any proceedings in respect of or compromise the dispute or grant
a release without the written consent of Bel Fuse;
(i) will consult with and obtain the prior approval of Bel Fuse in respect
of any terms and conditions of the contract which Rush Profit proposes
to enter into with the Processing Factory.
(j) will keep full and proper books of account and records showing clearly
all inquiries transactions and proceedings relating to the agency and
in particular all transactions undertaken by or through Rush Profit in
relation to the Components;
(k) will allow the authorised officers of the Bel Fuse at all reasonable
times to have access to Rush Profit's premises for the purpose of
inspecting the said books and records;
(l) will from time to time upon the written request of the Bel Fuse supply
to the Bel Fuse reports returns and other information relating to the
agency;
(m) will not assign transfer charge or in any manner make over or purport
to assign transfer charge or take over
4
this agreement or the rights of Rush Profit thereunder or any part
thereof without obtaining the previous consent in writing of Bel Fuse;
(n) will not incur any liability on behalf of the Bel Fuse or in any way
pledge or purport to pledge Bel Fuse's credit; and
(o) will defray all expenses of and incidental to the agency.
3. In the contract or agreement with the Processing Factory, Rush Profit shall
ensure that the Processing Factory shall be responsible for or agree to the
following:-
(a) The Processing Factory shall provide at its own expense factory
premises to process the Components which premises shall not be less
than 300 m2 in actual usable area;
(b) The Processing Factory shall employ a labour force of not less than
120 persons to process the Components;
(c) All processing machinery and equipment and all raw materials,
accessories and assembling materials provided to the Processing
Factory either directly by Bel Fuse or through Rush Profit shall
remain at all times and irrespective of the occurence of any event the
property of Bel Fuse;
(d) The Processing Factory will take out all such insurance policies as
may be required by Bel Fuse at
5
such insurance company as may be directed by Bel Fuse provided that
Bel Fuse shall pay the required insurance premia;
(e) The Processing Factory shall obtain all necessary consents licences or
permissions under any relevent law regulations or rules for the time
being in force for the export of the processed Component from the
country of the Processing Factory;
(f) Bel Fuse shall be entitled to send at its own expenses all such
necessary personnel and technicians as it shall deem fit to the
Processing Factory premises for the purpose of assisting in
management, personnel training, and quality control and to advice in
techniques. The Processing Factory shall ensure that all reasonable
directions given by such personnel and technicians be obeyed and all
the factory's books, records, documents and information in respect of
the processing of the Components are made available to Bel Fuse;
(g) All Components processed are subject to the strict quality control of
Bel Fuse and must be examined by a representative of Bel Fuse
specifically authorized to inspect the quality of the processed
Components ("the quality controller"). Only those processed Components
inspected and deem fit by the quality controller shall be delivered to
Bel Fuse and all those processed
6
Components which are rejected by the quality controller shall be
accepted as rejected by Rush Profit or Bel Fuse;
h) The Processing Factory shall charge a unit rate for each piece of
Component processed by it and not rejected by the quality controller
such unit rate to be subject to the prior approval of Bel Fuse. No
other charges or monies of any kind shall be demanded by the
Processing Factory other than the agreed unit rate;
4. Bel Fuse hereby agrees with Rush Profit that it will during the continuance
of this agreement:
(a) at its own expense supply to Rush Profit or to the Processing Factory
such processing machinery and equipment and such raw materials,
accessories and assembling materials as Bel Fuse shall deem to be
required to process the Components;
(b) pay all transportation charges incurred for the transport of the
processing machinery and equipment to or from the Processing Factory,
the raw materials, accessories and assembling materials to the
Processing Factory and the processed Components from the Processing
Factory to the place designated by Bel Fuse save and except
transportation charges between Chung Shan Pier and the Processing
Factory;
7
(c) whenever Bel Fuse considers it necessary and at its own expense to
provide the personnel and technicians to visit the Processing Factory
for the purpose of assisting in management, personnel training,
quality control and advising on techniques.
5. Bel Fuse reserves to itself the right notwithstanding anything to the
contrary herein contained:-
(a) to specify the quantity of Components to be processed;
(b) to specify the procedure or manner in which the Components are to be
processed;
(c) to specify the quality of the processed Components and to reject all
such processed Components which fail to meet the quality imposed by
Bel Fuse;
(d) to nominate the Processing Factory;
(e) to reject or demand the termination of the contract with an existing
Processing Factory.
6. In consideration of the services of Rush Profit provided in this Agreement
and so long as Rush Profit has procured a Processing Factory which is processing
the Components, Bel Fuse shall pay to Rush Profit:-
(a) a sum of Hong Kong Dollars SIXTEEN THOUSAND (HK$16,000.00) per month
in arrears commencing from
8
the 1st day of October 1988 and thereafter on the last day of each
and every calendar month.
(b) a commission which is equal to one per cent (1%) of the unit rate
charged by the Processing Factory for the processing of each Component
and actually paid to and received by the Processing Factory, such
commission to be calculated on a quarterly basis in arrears commencing
from the 1st day of January 1989 each quarterly commission payment to
be paid no earlier than 30 days from the end of each quarter.
For the purpose of calculating the 1% commission aforesaid, the sum stated in
the books of Bel Fuse as having paid to the Processing Factory for the
processing of Components shall be deem to be correct and shall not be challenged
in any way by Rush Profit.
7. Bel Fuse shall have the right at any time by giving notice in writing to Rush
Profit to terminate this Agreement forthwith in any of the following events:-
(a) If Rush Profit commits a breach of any of the terms or conditions of
this Agreement;
(b) If Rush Profit enters into liquidation or becomes insolvent whether
compulsorily or voluntarily or has a petition for winding-up against
it filed in court or
9
compound with its creditors or take or suffer any similar action in
consequence of debt;
(c) If from any cause Rush Profit is prevented from performing its duties
hereunder for a period of one month;
(d) If Rush Profit is guilty of any conduct which in the opinion of Bel
Fuse is prejudicial to the Bel Fuse interests; or
(e) If Rush Profit purports to assign the burden or benefits or charge
the benefits of this Agreement without the written consent of Bel
Fuse.
8. Rush Profit hereby undertakes that Rush Profit will not at any time after the
making of this Agreement divulge any information in relation to the Bel Fuse's
affairs or business or method of carrying on business.
9. (a) Upon the termination of this Agreement for any cause or at any
time previous to such termination at the request of the Bel Fuse, Rush
Profit shall forthwith return to or procure the Processing Factory to
return to Bel Fuse or otherwise dispose of as Bel Fuse may instruct
all samples patterns instruction books technical pamphlets catalogues
specifications and other materials documents and papers whatsoever
sent to Rush Profit and relating to the business of the company (other
than correspondence between the company
10
and the agents) which Rush Profit or the Processing Factory may have
in its possession or under its control and also deliver up to Bel
Fuse upon the termination of this Agreement all separate books of
account and records relating to the agency kept in accordance
with Clause 3 of this Agreement.
(b) Upon such termination Rush Profit shall forthwith deliver up or
procure the delivery up to Bel Fuse or otherwise dispose of as Bel
Fuse directs all the processing machinery and equipment supplied by
Bel Fuse, the raw materials, accessories and assembling materials
supplied by Bel Fuse and all processed Components;
(c) The cost of carriage insurance duty and charges incurred in any such
return delivery up or other disposal shall be borne by Bel Fuse.
10. (a) Bel Fuse shall not be responsible for the acts or defaults of Rush
Profit or of Rush Profit's employees or representatives.
(b) Any act or omission which if it were an act or omission of Rush Profit
would be a breach of this Agreement on its part shall be deemed to be
such an act or omission for which Rush Profit are responsible if done
or omitted:-
(i) by any director, officer, employee, servant, independent
contractor or agent of Rush Profit;
11
(ii) by any body corporate or unincorporate (whether constituted at
the date of this Agreement or not) which is controlled wholly or
mainly or directly or indirectly in any manner by Rush Profit or
by any person or persons who controls or control or by any such
body which itself controls wholly or mainly or directly or
indirectly in any manner Rush Profit or which is controlled
wholly or mainly or directly or indirectly by a person or persons
and/or body or bodies corporate and/or unincorporate who or which
controls or control wholly or mainly or directly or indirectly
Rush Profit; or
(iii) by any firm or unincorporated body of which the Rush Profit
shall for the time being be a partner or member.
11. Subject to an earlier determination as provided in this Agreement, this
Agreement shall be effective for 15 years commencing from the 1st day of October
1988 to 30th September 2003 with an option to Bel Fuse to renew for another 15
years.
12. This Agreement shall be governed by and construed in accordance with the
laws of Hong Kong and the parties hereto hereby submit to the non-exclusive
jurisdiction of the Court of Hong Kong.
12
13. If any one or none of the provisions in this Agreement shall be declared
invalid, illegal or unenforceable under any applicable law, such illegality
invalidity or unenforceability shall not vitiate any other provisions of this
Agreement.
14. The waiver of Bel Fuse of any breach of any term of this Agreement shall not
prevent the subsequent enforcement of that term and shall not be deemed a waiver
of any subsequent breach.
15. This Agreement is signed in duplicate.
SIGNED by FONG SIO LONG (holder )
of Macau Identity Card No. 334621) )
for and on behalf of Rush Profit )
Ltd. in the presence of :- )
SIGNED by )
)
)
)
for and on behalf of Bel Fuse Ltd. )
in the presence of :- )
13
EX-10.II
3
LEASE AGREEMENT
TRANSLATION
DIRECTION OF FINANCE SERVICE OF MACAU
ADMINISTRATIVE AND FINANCIAL DIVISION
CERTIFY
ONE--That the photocopy annexed to this certificate is according to its original
TWO--That it was extracted at this Division from the deed registered on folios
111 and followings of the Book of Notes for deeds No. 274
THREE--That it occupies eight sheets (being 1 enclosure) with the embossed stamp
used by this Direction, which are all numerated and rubricated by me.
Macau, 20th March, 1990.
The Notary
Signature not legible.
ACCOUNT No. 65
Fees .............................. $19.00
Stamps of the article 42 .......... $50.00
Stamps of the article 43 .......... $ --
Total .................. $69.00
The total is sixty nine patacas.
Signature not legible
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Deed of the concession contract by
lease with exemption of auction, of
a land with area of 4,200 square
metre, located at Pac-On, Lot "E",
in the Island of Taipa, made in favour
the name of "ACESSORIOS ELECTRONICOS
BEL FUSE MACAU LIMITED"
On 16th March, 1990, in this city of Macau and at the building located at
Rua da Praia Grande, where the Direction Service of Finance is established,
appeared in my presence, Alberto Rosa Nunnes, Subdirector of the said Service,
performing as private notary of the Finance of this Territory, as grantors:
FIRST: The Territory of Macau, represented by Joao Luis Martins Roberto,
Director of the Finance Service of Macau, according to the subdelegation granted
by the Under-Secretary for the Economic Affairs by dispatch number four hundred
and seventy one stroke SAAE stroke eighty nine, of 12th December, published in
the fifth supplement to the Official Bulletin number fifty two of twenty nine of
the said month and year.
SECOND: "ACESSORIOS ELECTRONICOS BEL FUSE MACAU LIMITED" with office at
Avenida Almirante Lacerda numbers one hundred and sixty seven and one hundred
and sixty nine, sixth floor, inscribed at the Registry Office under the number
one thousand and thirty eight on folios one hundred and thirty eight reverse
side of the Book C-third, now represented by its manager LOH HUNG PAO, PETER,
with powers confered in accordance with the statutes of the company inscribed at
the said office.
The Assistant Attorney-General of the Republic of this city Rodrigo Antonio
Leal de Carvalho was also present this act. They are all persons whose
identities I know and perceive.
Therefore, to the first grantor with the capacity above mentioned, it was
said:-That, as the Under-Secretary for the Public Works and Habitation by
dispatch number one hundred and sixty two stroke SAOPH stroke eighty eight, of
7th December
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authorized the petition lodged by the second grantor for the concession, by
lease with exemption of auction, a land with the area of four thousand and two
hundred square metre, located at Pac-On, Lot "E", in the Island of Taipa, not
yet described at the House Registry Office of Macau according to certificate
issued by the said office, the grantors are to simplify the deed in the
following terms:
FIRST CLAUSE--OBJECT OF THE CONTRACT: CONCESSION BY LEASE
---------------------------------------------------------
The first grantor grants to the second grantor, by lease with exemption of
auction, a land located at the Island of Taipa, corresponding to the Lot "E" of
the embankment of Pac-On with the area of four thousand and two hundred square
meter, hereinafter referred to as Land, which is marked in the annexed plan,
with the number DPT stroke zero two stroke three hundred and sixty two stroke
eighty eight of the Direction of Cartography and Cadastre Service
SECOND CLAUSE--PERIOD OF LEASE
------------------------------
1. The lease is valid for 25 years, starting from the date of granting of the
public writ of the present CONTRACT
2. The period of lease fixed in the former number, can in the terms of the
legislation applicable and with accordance to the conditions, be renewed
till 19th December 2049.
THIRD CLAUSE--THE USAGE AND FINALITY OF THE LAND
------------------------------------------------
The land will be used for the construction of a building, comprising of three
storeys, affected for the industry of the making of electronic components, to be
explored by the SECOND GRANTOR
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FOURTH CLAUSE--RENT
-------------------
1. According to the Regulation no. 50/81/M, of 21st March, the SECOND PARTY
will pay the following annual rent:
a) During the period of execution of the usage of the LAND will pay $4.00
(four patacas) by metre square of the land granted in the global
amount of $16,800.00 (sixteen thousand and eight hundred patacas).
b) Once the work of usage of the LAND is completed will have to pay the
global amount of $28,850.00 (twenty eight thousand and eight hundred
and fifty patacas) resulting from the following description:
i) Area for industry:
4.338 m2 x $5.00/m2 ................ $21,690.00
ii) Area for parking and environmental assistance:
1.432 m2 x $5.00/m2 ................ $ 7,160.00
2. The areas referred in the former number are subject to alterations
resulting from the inspection to be made by the competent authorities for
the issuing of the Occupation Licence, with the alteration of the global
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3. The rents will be revised five in five years, starting from the date of the
granting of the public writ of the present CONTRACT, without any loss of
the immediate application of new amounts of the rent stipulated by
Regulation during the validity of the CONTRACT coming to be publicated.
FIFTH CLAUSE--DEADLINE OF USAGE
-------------------------------
1. The period of usage of the LAND starting from the date of publication in
the Official Bulletin which authorizes the present CONTRACT, should operate
according to the following
1st Fase--Construction of the ground floor industrial unit in a period of
eighteen months, starting from the date above referred;
2nd Fase--The construction of the remaining two storeys is optional. The
SECOND PARTY should inform the FIRST PARTY in a period of 12
months starting from the date of the licence of occupation of
the first fase, if pretends to construct. The period of
conclusion of the 2nd fase is 18 months starting from the date
of the written communication of the SECOND PARTY.
-5-
2. Without any disadvantage of the stipulated in the former number, the SECOND
PARTY should during the presentation of the projects, observe the following
deadlines:
a) 90 (ninety) days, starting from the date of notification of the
approval of the anti-project of the work, for the presentation and
elaboration of the work project (project of the foundation,
estructures, water, drainage, electricity and special installations);
b) 45 (forty five) days, starting from the date of notification of the
approval of the work project, to the beginning of the work.
3. For the accomplishment of the deadlines referred in the former number, the
projects will only be considered presentable if all the elements are
instructed.
4. For the fulfilment of the deadlines referred in the number one of this
clause it is understood that, for the appreciation of each of the projects
referred in no. 2, the competent Authorities will observe a period of 60
(sixty) days.
5. In case the competent Authorities do not inform in the fixed deadline of
the former number, the SECOND PARTY can start the project 30 (thirty) days
after written communication to DSOPT (Public and Transport Works Dept),
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subject, however the project to everything that appears laid out in the
RGCU or any other rules applicable and being subject to all penalties set
in that RGCU, with the exception of the absence of licence. However, the
absence of resolution, relating to the plan of the job, does not dispense
the SECOND PARTY of the presentation of the respective work project.
SIXTH CLAUSE--MATERIALS FOR THE RECLAMATION OF LAND
---------------------------------------------------
All and any materials needed for filling up the land which the SECOND PARTY
eventually will necessitate to be used in the Land will have to be obtained
outside the Territory.
SEVENTH CLAUSE--NON-ACCOMPLISHMENT OF THE DEADLINES
---------------------------------------------------
1. In case of any specific reasons, properly justified, accepted by the FIRST
PARTY, by the non-accomplishment of the deadlines fixed in the fifth clause
relatively to the presentation of any projects, beginning and conclusion of
the works, the SECOND PARTY will have to pay a fine till $500.00 (five
hundred patacas) for each day of delay till sixty days; besides this period
and till the maximum global of one hundred and twenty days, will be subject
to a fine of double the amount mentioned.
2. The SECOND PARTY, will be discharged of the responsibilities referred in
the former number in cases of force majeure or other relevant facts,
wherein the work is proven to be outside his control.
3. Only occurrences resulting exclusively from unforeseeable and unavoidable
events shall be regarded as cases of force majeure.
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4. For the accomplishment of the rule no. 2 of this clause the SECOND PARTY
is to inform, the FIRST PARTY in writing, as soon as possible the occurence
of the referred facts.
EIGHTH CLAUSE--PROTECTION OF THE MAIN ENVIRONMENT
-------------------------------------------------
1. Relatively to the industrial affluents, noise and pollution in general the
SECOND PARTY has to abide with the rules internationally defined in these
materials, in order to protect the environment, following accordingly to
the rules set by the OMS--World Health Organization.
2. The SECOND PARTY is to also obey the rules of security and hygiene of the
General Rule of Security and Hygiene of Work in the Industrial
Establishments approved by the Law no.57/82/M of 22nd October.
3. Any fault of observance of the stipulated in no. 1 of this clause, the
SECOND PARTY will be subject to the following penalties:
-- In the 1st violation: $10,000.00 to $30,000.00
-- In the 2nd violation: $31,000.00 to $80,000.00
-- In the 3rd violation: $81,000.00 to $150,000.00
-- From the 4th violation onwards the FIRST PARTY has the right to cancel
the contract.
4. Any fault of accomplishment of the stipulated in no. 2 of this clause the
SECOND PARTY will be subject to sanctions applicable in terms of Law no.
2/83.
-8-
NINTH CLAUSE--PREMIUM OF CONTRACT
----------------------------------
The SECOND PARTY shall pay the FIRST PARTY, a premium of contract, the amount of
$1,849,000.00 (one million eight hundred and forty nine thousand patacas) which
will be paid in the following form:
a) $349,000.00 (three hundred and forty nine thousand patacas) 30 (thirty)
days after the publication in the Official Bulletin of the approval of the
present CONTRACT.
b) The remaining $1,500,000.00 (one million and five hundred thousand patacas)
which will gain interest to annual tax of 5%, will be paid in 4 (four)
instalments half-yearly, same of capital and interests, in the amount of
$398,730.00 (three hundred and ninety eight thousand and seven hundred and
thirty patacas) each one, earning the first 150 days starting from the date
of payment referred in the former paragraph.
10TH CLAUSE--GUARANTY
---------------------
1. In the terms of rule of article no. 127 of Law no. 6/80/M, of 5th July, the
SECOND PARTY will give a guaranty in the value of $16,800.00 (sixteen
thousand and eight hundred patacas) by deposit or bank guaranty accepted by
the FIRST PARTY.
2. The value of the guaranty referred in the former number should always
accompany the value of the respective annual rent.
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ELEVENTH CLAUSE--TRANSFERENCE
-----------------------------
1. The transference of the situations occured in this concession, whenever the
LAND is not used, and during the period of 10 years after the conclusion of
the usage dependent of the former authorization of the FIRST PARTY and
subjects the transferer the revision of the conditions of the present
CONTRACT.
2. For the financial guaranty of the job, the SECOND PARTY can consist of
voluntary mortgage over the right of lease of the land there conceded, in
terms of the rule in the article 2 of the Law no. 51/83/M of 26th December.
12TH CLAUSE--INSPECTION
-----------------------
During the period of usage of the LAND conceded, the SECOND PARTY has the right
to allow the access to the work site to the representatives of the
Administration Services, who will be going for inspection, giving them all the
assistance.
13TH CLAUSE--INVALIDITY
-----------------------
1. The present CONTRACT will be invalid on the following cases:
a) Final deadline of the fine agraveted as mentioned in clause 8th.
b) Alteration not consented with the finality of the concession, during
the time of the usage is not completed;
c) Interruption of the usage of the LAND in a period higher than 90 days,
due to specific reasons justified and accepted by the FIRST PARTY.
-10-
2. The invalidity of the CONTRACT is declared by the approval of the Governor
and will be publicated in the Official Bulletin.
3. The invalidity of the CONTRACT will determine the reversion of the LAND to
the possession of the FIRST PARTY with all the improvements introduced,
with no right for any compensation on the SECOND PARTY'S part.
14TH CLAUSE--CANCELLATION
-------------------------
1. The present CONTRACT can be cancelled when any of the following facts
occur:
a) Fault of pontual payment of the rent;
b) Alteration not consented for the usage of LAND and/or the finality of
the concession, in case the usage of LAND is already concluded;
c) Transference of the situations occurring during the concession, with
the violation of the rules stated in the 11th clause--1st.
d) Non-accomplishments of the obligations stated in the sixth clause;
e) Repeated non-accomplishment starting from the 4th violation of the
obligations stated in the eighth clause;
f) Non-accomplishment of the obligations stated in the ninth clause;
2. The cancellation of the CONTRACT is declared by the approval of the
Governor and will be publicated in the Official Bulletin.
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15TH CLAUSE--COMPETENT LAW
--------------------------
For the purposes of resolution of any litigation emerging from the present
CONTRACT, the competent law will be represented by the Court of Justice of
Macau.
16TH CLAUSE--LEGISLATION APPLICABLE
-----------------------------------
The present CONTRACT, will act according to in cases of negligence by Law
no. 6/80/M of 5th July, and with legislation applicable and in force in the
Territory of Macau.
It was said to the second grantor that he accepts this contract with all
their clause and conditions, who is subject to its faithfull and exact
fulfilment
Thus this was said and reciprocally accepted, in the capacities which they
grant and I perceive.
The duly duty-stamp in accordance with the general table of Stamp-Duty in
force, will be paid by means of bill
The conveyance tax was paid at the Tax Office of the Finance of the Islands
and the respective forwarding note number four hundred and thirty stroke five
hundred and sixty seven is kept filed in the respective process
I declare that the second grantor had deposited in the name of the
territory of Macau and in the Department in Macau of the Nacional Ultramarino
Bank, the security in the amount of sixteen thousand and eight hundred patacas,
corresponding to a year of rent, according to bill number thirty seven stroke
eighty nine of which a copy is kept filed in the process number fifteen thousand
six hundred and thirty eight of this Direction
As the representative of the second grantor does not know Portuguese
language, the official interpreter, Augusto Jose da Lus---, intervenes in this
act, with his consent, who made the
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oral translation of this deed in chinese as well as letting me know that it
corresponds to his wish.
The witnesses present, whose idoneousness I verified, Antonio Zeferino de
Souza and Margarida Costa, both adults, public servants, living in this city,
will sign this deed with the grantor, with the Assistant Attorney-General of the
republic and with me, Subdirector of the Service of Finance and notary, after it
was read, by me, in loud voice in the presence of all who verified that it is
accordingly.
Signed Joao Martins Roberto
Signed Loh Hung Pao, Peter
Signature not legible
Signed Antonio Zeferino Souza
Signed Margarida Costa
I was present. Signed Rodrigo Carvalho
Signed Alberto Rosa Nunes
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EX-22.1
4
SUBSIDIARIES OF BEL FUSE INC.
Subsidiaries of Bel Fuse Inc.
-----------------------------
Jurisdiction of
Name Incorporation
---- ---------------
Bel Fuse Limited .......................... Hong Kong
Bel Fuse Macau LDA ........................ Macau
Bel Hybrids and Magnetics, Inc. ........... Indiana
Bel Fuse (SARL) ........................... France
Bel Fuse Acquisition Corporation .......... Delaware
EX-23
5
INDEPENDENT AUDITORS' CONSENT
DELOITE & TOUCHE LLP (LOGO)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statements
(2-93572, 33-45809 and 33-53462) on Forms S-8 of Bel Fuse Inc. of our report
dated March 8, 1995 appearing in this Annual Report on Form 10-K of Bel Fuse
Inc. for the year ended December 31, 1994.
DELOITE & TOUCHE LLP
March 29, 1995
-------------------
Deloitte Touche
Tohmatsu (LOGO)
International
-------------------
EX-27
6
BEL FUSE, INC., FINANCIAL DATA SCHEDULE
5
1
YEAR
DEC-31-1994
DEC-31-1994
2,842,894
7,508,304
8,079,971
70,000
8,766,203
28,157,136
38,747,817
16,521,742
51,653,035
5,486,944
0
496,520
0
0
45,429,571
51,653,035
45,746,724
46,053,201
36,349,461
47,807,707
0
0
6,553
(1,761,059)
(203,000)
0
0
0
0
(1,558,059)
(.32)
0