U. S. Securities and exchange commission


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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2002
[ ] Transition Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the transition period from to

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Commission File Number 0-11676
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.)
206 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: Class A Common

Stock, $.10 par value; Class B 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

----- ------
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. [ ]
Indicate by check mark whether the registrant is an accelerated filer

(as defined in Rule 12b-2 of the Securities Exchange Act of 1934) Yes X No

--- ---

The aggregate market value of the voting and non-voting common equity

of the registrant held by non-affiliates (for this purpose, persons and entities

other than executive officers, directors, and 5% or more shareholders) of the

registrant, as of the last business day of the registrant's most recently

completed second fiscal quarter (June 30, 2002), was $225,135,000.
Number of shares of Common Stock outstanding as of February 28, 2003:

2,676,225 Class A Common Stock; 8,272,492 Class B Common Stock
Documents incorporated by reference:
Bel Fuse Inc.'s Definitive Proxy Statement for the 2003 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........................................... 6
Item 3. Legal Proceedings.................................... 6
Item 4. Submission of Matters to a Vote of Security

Holders.............................................. 6
Item 4A. Executive Officers of the Registrant................. 7
Part II

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Item 5. Market for Registrant's Common Equity

And Related Stockholder Matters...................... 9
Item 6. Selected Financial Data.............................. 10
Item 7. Management's Discussion and Analysis

of Financial Condition and Results of

Operation............................................ 11
Item 7A. Quantitative and Qualitative Disclosures

About Market Risk.................................... 21
Item 8. Financial Statements and Supplementary

Data................................................. 21*
Item 9. Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure............... 22
Part III

--------
Item 10. Directors and Executive Officers

of the Registrant.................................... 22
Item 11. Executive Compensation............................... 22
Item 12. Security Ownership of Certain

Beneficial Owners and Management..................... 22
Item 13. Certain Relationships and Related

Transactions......................................... 22

Part IV

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Item 14. Controls and Procedures............................. 23
Item 15. Exhibits, Financial Statement Schedules

and Reports on Form 8-K.............................. 24
Signatures............................................................. 27
*Page F-1 follows page 21

FORWARD LOOKING INFORMATION
The Company's quarterly and annual operating results are affected by a

wide variety of factors that could materially and adversely affect revenues and

profitability, including the following: (a) the dramatic impact of current

conditions in the telecommunication market on the Company's customers; (b) the

general conditions in the electronics industry; (c) the risk that the Company

may be unable to respond adequately to rapidly changing technology developments

in its industry; (d) risks associated with the Company's Far East operations;

(e) the highly competitive nature of the Company's industry and the impact that

competitors' new products and pricing may have upon the Company; (f) the

likelihood that revenues may vary significantly from one accounting period to

another accounting period due to a variety of factors, including customers'

buying decisions, the Company's product mix and general market and economic

conditions; (g) the Company's reliance on certain substantial customers; (h)

risks associated with the Company's ability to manufacture and deliver products

in a manner that is responsive to its customers' needs; (i) the risk of foreign

currency fluctuations; (j) the uncertainties associated with current

geo-political conditions and (k) other market and competitive factors impacting

the Company's customers. As a result of these and other factors, the Company may

experience material fluctuations in future operating results on a quarterly or

annual basis, which could materially and adversely affect its business,

financial condition, operating results, and stock prices. Furthermore, this

document and other documents filed by the Company with the Securities and

Exchange Commission (the "SEC") contain certain Forward-Looking Statements under

the Private Securities Litigation Reform Act of 1995 ("Forward-Looking

Statements") with respect to the business of the Company. These Forward-Looking

Statements are subject to certain risks and uncertainties, including those

mentioned above, and those detailed in Item 1 of the Company's Annual Report on

Form 10-K for the year ended December 31, 2002, which could cause actual results

to differ materially from its Forward-Looking Statements. The Company undertakes

no obligation to publicly release the results of any revisions to these

Forward-Looking Statements which may be necessary to reflect events or

circumstances after the date hereof or to reflect the occurrence of

unanticipated events. An investment in the Company involves various risks,

including those mentioned above and those which are detailed from time to time

in the Company's SEC filings.
PART I
Item 1. Business

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General

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Bel Fuse Inc. (the "Company") is organized under New Jersey law. The

Company does not have reportable segments as defined in Statement of Financial

Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and

Related Information". The Company is engaged in the design, manufacture and sale

of products used in networking, telecommunication, automotive and consumer

electronic applications. The Company operates facilities in the United States,

Europe and the Far East. The Company maintains its principal executive offices

at 206 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.
1


On December 15, 2002 the Company entered into a definitive agreement

with Insilco Technologies, Inc. ("Insilco") for the purchase by the Company of

certain assets, subject to certain liabilities, and common shares of entities

comprising Insilco's passive component group for $35 million in cash plus the

assumption of certain liablilities. On March 10, 2003 the Bankruptcy Court

entered an order approving this agreement. This approval order authorizes

Insilco to consummate the sale of assets and common shares of various entities

of Insilco to the Company, subject to certain assumed liabilities and free and

clear of all encumbrances on Insilco's U.S. operations. The Company closed on

this acquisition on March 21, 2003.
On January 2, 2003 the Company entered into an asset purchase agreement

with Advanced Power Components PLC ("APC") to purchase the communications

products division of APC for $5.5 million in cash plus the assumption of

certain liabilities. The Company will be required to make contingent purchase

price payments equal to 5% of sales (as defined) in excess of $5.5 million per

year for the years 2003 and 2004.
The transactions will be accounted for using the purchase method of

accounting and, accordingly, the results of operations of Insilco will be

included in the Company's financial statements from March 21, 2003 and the

results of operations of APC will be included in the Company's financial

statements from January 2, 2003.
On May 11, 2001, the Company acquired 100% of the common stock of

E-Power Ltd. ("E-Power") and the assets and business of Current Concepts, Inc.

("Current Concepts") for an aggregate $6,285,000 in cash (including acquisition

expenses). The Company will be required to make contingent purchase price

payments up to approximately $7.6 million should the acquired companies reach

various sales levels. During the year ended December 31, 2002 the Company paid

$61,000 in contingent purchase price payments. The transactions were accounted

for using the purchase method of accounting and, accordingly, the results of

operations of Current Concepts and E-Power have been included in the Company's

financial statements since the date of acquisition. The excess of the purchase

price over net assets acquired ($2.0 million) and other identifiable intangible

assets ($3.7 million) approximated $5.7 million. The identifiable intangible

assets, other than goodwill, are being amortized on a straight-line basis over 4

to 10 years. Goodwill has been amortized based on a 15 year life from May 11,

2001 through December 31, 2001. After January 1, 2002, in accordance with the

provisions of Financial Accounting Standards Board Opinion No. 142, the Company

ceased amortization of goodwill and will review goodwill at least annually for

impairment. See Note 1 of notes to consolidated financial statements.
Product Groups

--------------
Power Products

--------------
In 2001, the Company entered into the market for power conversion

products focusing on providing non-isolated DC/DC converters designed

specifically to power low voltage silicon devices. The need for converting one

DC voltage to another is growing rapidly as the developers of integrated

circuits are now commonly adjusting the supply voltage as a means of optimizing

device performance. The Company develops both standard and custom DC/DC

converters. These products leverage the Company's existing manufacturing

capabilities and are marketed primarily to the Company's existing customer base.
2

Magnetic Components

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The Company manufactures a broad range of magnetic components used in

networking, telecommunications, high speed data transmission equipment,

automotive and consumer products. These wire-wound devices perform such

functions as signal delay, signal timing, signal conditioning, impedance

matching, filtering, isolation, power conversion and power transfer.

Transformers for networking and telecommunication applications are developed

based on market requirements for emerging technologies, often to support an

integrated circuit (IC) design.
Integrated Connector Modules

----------------------------
These modules combine the Company's magnetic components with

combinations of RJ45 and USB connectors. In addition to connectivity, these

modules provide the signal conditioning, electro-magnetic interference

suppression and signal isolation which were previously performed by multiple,

discrete components.
Value-added Modules

-------------------
The Company supplies value-added modules to end users whose

requirements can be satisfied by combining in one integrated package one or more

of the Company's capabilities in surface mount assembly, automatic winding,

hybrid fabrication and component encapsulation.
Miniature, Micro and Chip Fuses

-------------------------------
Fuses prevent currents in an electrical or electronic circuit from

exceeding certain predetermined levels. 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 worldwide market. They are used in such products as televisions,

VCR's, power supplies, computers, telephones and networking equipment.
Marketing

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The Company sells its products to approximately 1,000 customers

throughout North America, Western Europe and the Far East. Sales are made

through independent sales representative organizations and authorized

distributors who are overseen by the Company's sales personnel throughout the

world. As of December 31, 2002, the Company had a sales and support staff of 18

persons that supported 59 sales representative organizations and 1 non-exclusive
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U. S. Securities and exchange commission iconSecurities and exchange commission

U. S. Securities and exchange commission iconSecurities and exchange commission

U. S. Securities and exchange commission iconSecurities and exchange commission

U. S. Securities and exchange commission iconSecurities and exchange commission

U. S. Securities and exchange commission iconSecurities and exchange commission

U. S. Securities and exchange commission iconSecurities and exchange commission

U. S. Securities and exchange commission iconSecurities and exchange commission

U. S. Securities and exchange commission iconSecurities and exchange commission

U. S. Securities and exchange commission iconSecurities and exchange commission

U. S. Securities and exchange commission iconSecurities and exchange commission

U. S. Securities and exchange commission iconSecurities and exchange commission

U. S. Securities and exchange commission iconSecurities and exchange commission

U. S. Securities and exchange commission iconSecurities and exchange commission

U. S. Securities and exchange commission iconSecurities and Exchange Commission

U. S. Securities and exchange commission iconSecurities and exchange commission

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