-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H31RYhrSnL0tyBj7snWk6nD3uE1n8rBre3rd6DL+jUcoO4TLuNbjmdpn9Xoqrdwr E6/mTynf7QdGdBnEgQFcAA== 0001005150-03-001204.txt : 20030804 0001005150-03-001204.hdr.sgml : 20030804 20030804151738 ACCESSION NUMBER: 0001005150-03-001204 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030728 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEL FUSE INC /NJ CENTRAL INDEX KEY: 0000729580 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COILS, TRANSFORMERS & OTHER INDUCTORS [3677] IRS NUMBER: 221463699 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11676 FILM NUMBER: 03820464 BUSINESS ADDRESS: STREET 1: 206 VAN VORST ST. CITY: JERSEY CITY STATE: NJ ZIP: 07032 BUSINESS PHONE: 2014320463 MAIL ADDRESS: STREET 1: 206 VAN VORST ST. CITY: JERSEY CITY STATE: NJ ZIP: 07032 8-K 1 form8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2003 -------------- BEL FUSE INC. -------------------------------------------------- (Exact name of registrant as specified in charter) New Jersey 0-11676 22-1463699 --------------- ----------- -------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 206 Van Vorst Street, Jersey City, New Jersey 07302 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 432-0463 -------------- ------------------------------------------------------------ (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits As described in Item 9 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K: 99.1 Press Release of Bel Fuse Inc. dated July 28, 2003. ITEM 9. REGULATION FD DISCLOSURE. On July 28, 2003, Bel Fuse Inc. (the "Company") issued a press release regarding results for the six and three months ended June 30, 2003. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. This Current Report on Form 8-K and the press release attached hereto are being furnished by the Company pursuant to Item 12 of Form 8-K, insofar as they disclose historical information regarding the Company's results of operations for the six and three months ended June 30, 2003. In accordance with General Instruction B.6 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BEL FUSE INC By: /s/ Daniel Bernstein ___________________________ Name: Daniel Bernstein Title President Date: July 28, 2003 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press release, dated July 28, 2003, issued by the Company. EX-99.1 3 ex99-1.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE Bel Fuse Inc. 206 Van Vorst Street Jersey City, NJ 07302 www.belfuse.com tel 201.432.0463 fax 201.432.9542 Investor Contact: Company Contact: Neil Berkman Associates Daniel Bernstein (310) 277-5162 President info@berkmanassociates.com (201) 432-0463 BEL REPORTS SECOND QUARTER RESULTS EARNINGS PER SHARE DOUBLED TO $0.25 FROM $0.12 ---------------------------------------------- REVENUE INCREASED TO $44.8 MILLION FROM $24.7 MILLION ----------------------------------------------------- JERSEY CITY, NEW JERSEY, JULY 28, 2003 . . . BEL FUSE INC. (NASDAQ:BELFA & NASDAQ:BELFB) today announced preliminary unaudited results for the second quarter and six months ended June 30, 2003. Net income for the second quarter more than doubled to $2,757,000, or $0.25 per diluted share, from $1,293,000, or $0.12 per diluted share, for the second quarter of 2002. Revenue for this year's second quarter increased 81% to $44,821,000 compared to $24,727,000 for the same period a year ago. For the first half of 2003, net income increased to $4,538,000, or $0.41 per diluted share. This compares to a net loss for last year's first half of $528,000, or $0.05 per share. Revenue increased to $69,769,000 from $41,241,000 for the first six months of 2002. The Passive Components Group, which was acquired from Insilco Technologies, Inc. effective on March 22, 2003, contributed revenue of approximately $17,590,000 for the second quarter and $19,449,000 for the first six months of 2003. Daniel Bernstein, President, said, "Customers increasingly are seeking to buy a greater variety of products from individual suppliers. Our strategy is to expand and diversify Bel's product offerings through internal engineering and product development as well as selective acquisitions that enhance Bel's competitive position and expand our global customer base. The Insilco transaction is an important part of this approach. The integration of the Passive Components Group is essentially complete, and its financial performance is meeting our expectations." At June 30, 2003, Bel reported cash, cash equivalents and marketable securities of approximately $42,285,000, working capital of approximately $86,600,000, a current ratio of 5-to-1, total term debt of $9,500,000 and shareholders' equity of approximately $135,086,000. ABOUT BEL Bel (www.BelFuse.com) and its subsidiaries are primarily engaged in the design, manufacture and sale of products used in networking, telecommunications, high speed data transmission, automotive and consumer electronics. Products include magnetics and connectors for voice and data transmission, fuses, DC/DC converters, delay lines and hybrid circuits. The Company operates facilities around the world. CONFERENCE CALL Bel has scheduled a conference call at 4:00 PM ET today. A simultaneous WebCast of the conference call may be accessed from the Investor Info link at www.BelFuse.com. A replay will be available after 6:00 PM ET at this same Internet address. For a telephone replay, dial (800) 633-8284, reservation #21152973 after 6:00 PM ET. FORWARD-LOOKING STATEMENTS Except for historical information contained in this news release, the matters discussed, including the Company's timing estimate with respect to the integration of the businesses acquired from Insilco and statements made regarding customer preferences, are forward looking statements that involve risks and uncertainties. Among the factors that could cause actual results to differ materially from such statements are: the market concerns facing our customers, the continuing viability of sectors that rely on our products, the effect of business and economic conditions; the difficulties inherent in integrating remote business that may have followed business practices that differ from the Company's business practices; capacity and supply constraints or difficulties; product development, commercializing or technological difficulties; the regulatory and trade environment; uncertainties associated with legal proceedings; the market's acceptance of the Company's new products and competitive responses to those new products, and the risk factors detailed from time to time in the Company's SEC reports. In light of the risks and uncertainties, there can be no assurance that any forward-looking statement will in fact prove to be correct. We undertake no obligation to update or revise any forward-looking statements. (table attached) #3361 BEL FUSE INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (unaudited) ($ 000 omitted, except for per share data) Three Months Ended Six Months Ended June 30, June 30, ------------------- ------------------- 2003 2002 2003 2002 -------- -------- ------- ------ Net Sales $ 44,821 $ 24,727 $ 69,769 $ 41,241 -------- -------- -------- -------- Costs and Expenses: Cost of Sales 32,908 18,546 50,875 32,907 Selling, General and Administrative expenses 8,322 4,443 13,170 8,537 -------- -------- -------- -------- 41,230 22,989 64,045 41,444 -------- -------- -------- -------- Income (loss) from operations 3,591 1,738 5,724 (203) Other income - net -- 282 117 534 -------- -------- -------- -------- Earnings before income tax provision 3,591 2,020 5,841 331 Income tax provision 834 727 1,303 859 -------- -------- -------- -------- Net earnings (loss) $ 2,757 $ 1,293 $ 4,538 $ (528) ======== ======== ======== ======== Net earnings (loss) per common share Primary $ 0.25 $ 0.12 $ 0.41 $ (0.05) ======== ======== ======== ======== Fully diluted $ 0.25 $ 0.12 $ 0.41 $ (0.05) ======== ======== ======== ======== Average common shares outstanding Primary 10,956 10,919 10,951 10,883 ======== ======== ======== ======== Fully diluted 11,091 11,091 11,081 10,883 ======== ======== ======== ======== CONDENSED CONSOLIDATED BALANCE SHEET DATA ($ 000 omitted)
- -------------------------------------------------------------------------------------------- Jun. 30, Dec. 31, Jun. 30, Dec. 31, ASSETS 2003 2002 LIABILITIES AND 2003 2002 (unaudited) EQUITY (unaudited) - -------------------------------------------------------------------------------------------- Current assets $107,815 $ 94,504 Current liabilities $ 21,250 $ 11,715 Property, plant & equipment, net $ 47,455 $ 37,605 Long-term liabilities $ 13,007 $ 4,519 Goodwill, net $ 12,792 $ 7,625 Other assets $ 1,281 $ 7,159 Stockholders' equity $135,086 $130,659 Total liabilities & Total assets $169,343 $146,893 equity $169,343 $146,893 ======== ======== ======== =========
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