SEC Info - Bel Fuse Inc/NJ - ‘10-Q’ for 6/30/98

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Bel Fuse Inc/NJ – ‘10-Q’ for 6/30/98

As of: Tuesday, 8/11/98 · For: 6/30/98 · Accession #: 950110-98-892 · File #: 0-11676

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/11/98  Bel Fuse Inc/NJ                   10-Q        6/30/98    3:74K                                    Scott Printing Co… 01/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      19     56K 
 2: EX-3.1      Restated Certificate of Incorporation                 25     62K 
 3: EX-27       Bel Fuse Inc., Financial Data Schedule                 1      8K

10-Q — Quarterly Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Changes in Securities and Use of Proceeds Exhibits and Reports on Form 8-K Financial Statements Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Submission of Matters to a Vote of Security Holders
1	1st Page - Filing Submission
3	Item 1. Financial Statements
13	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
17	Item 1. Legal Proceedings
"	Item 2. Changes in Securities and Use of Proceeds
"	Item 4. Submission of Matters to a Vote of Security Holders
18	Item 6. Exhibits and Reports on Form 8-K

10-Q 1st Page of 19 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1998                  

OR

   [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

For the transition period from ............. to ............  

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.)

198 Van Vorst Street
 Jersey City, New Jersey 07302
(Address of principal executive offices)
(Zip Code)

201-432-0463
(Registrant's telephone number, including area code)

 ---------------------------------------------------------------
 (Former name, former address and former fiscal year, if changed
since last report)

 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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.                             

 At August 1, 1998, there were 2,600,997 shares of Class A Common Stock,
$.10 par value, outstanding and 2,600,997 shares of Class B Common Stock,       
$.10 par value.                                                                 

10-Q 2nd Page of 19 TOC 1st Previous Next ↓Bottom Just 2nd
 BEL FUSE INC.

 INDEX

                                               Page Number
                                               -----------
Part I.         Financial Information                                           

Item 1.       Financial Statements                          1               

Consolidated Balance Sheets as of               
June 30, 1998 (unaudited) and                   
 December 31, 1997                           2 - 3

Consolidated Statements of Opera-               
tions and Comprehensive Income                  
for the Six Months and Three                    
Months Ended June 30, 1998 and 1997             
 (unaudited)                                 4 - 5

Consolidated Statements of                      
Cash Flows for the Six Months                   
Ended June 30, 1998 and 1997                    
 (unaudited)                                 6 - 7

Notes to Consolidated Financial                 
  Statements (unaudited)                      8 - 10

Item 2.       Management's Discussion and Analysis                          
of Financial Condition and Results              
  of Operations                              11 - 14

Part II.        Other Information                                               

Item 1.       Legal Proceedings                            15               

Item 2.       Changes in Securities and Use                                 
of Proceeds                                  15 

Item 4.       Submission of Matters to a Vote                               
  of Security Holders                        15 - 16

Item 6.       Exhibits and Reports on Form 8-K             16               

Signatures                                                   17                 

10-Q 3rd Page of 19 TOC 1st Previous Next ↓Bottom Just 3rd
PART I.  Financial Information                                                  

Item 1. Financial Statements                                          

Certain information and footnote disclosures required under generally 
accepted accounting principles have been condensed or omitted from the following
consolidated financial statements pursuant to the rules and regulations of the  
Securities and Exchange Commission. It is suggested that the following          
consolidated financial statements be read in conjunction with the year-end      
consolidated financial statements and notes thereto included in the Company's   
Annual Report on Form 10-K for the year ended December 31, 1997.                

    The results of operations for the six month period ended June 30, 1998 are
not necessarily indicative of the results to be expected for the entire fiscal  
year or for any other period.                                                   

 -1-

10-Q 4th Page of 19 TOC 1st Previous Next ↓Bottom Just 4th
BEL FUSE INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS

ASSETS

                                                       June 30,     December 31,
                                                     1998           1997
                                                     -----------     -----------
                                     (unaudited)
Current Assets:                                                                 
    Cash and cash equivalents                        $34,911,825     $29,231,967
  Marketable securities                              2,830,415            --
Accounts receivable, less allowance                                     
for doubtful accounts of $238,000                                     
     and $227,000                                     12,186,539      11,181,379
    Inventories                                        9,854,987      12,202,938
Prepaid expenses and other current                                      
     assets                                              659,129         383,084
    Deferred income taxes                                365,000         421,000
                                                     -----------     -----------
         Total Current Assets                         60,807,895      53,420,368

Property, plant and equipment - net                   29,256,418      29,052,354

Other assets                                             584,404         679,511
                                                     -----------     -----------

         TOTAL ASSETS                                $90,648,717     $83,152,233
                                                     ===========     ===========

                                     (Continued)
 See notes to consolidated financial statements.
 -2-

10-Q 5th Page of 19 TOC 1st Previous Next ↓Bottom Just 5th
BEL FUSE INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS' EQUITY

                                                        June 30,    December 31,
                                                      1998          1997
                                                      -----------    -----------
                                       (unaudited)
Current Liabilities:                                                            
    Accounts payable                                  $ 3,182,126    $ 3,467,897
    Accrued expenses                                    6,533,050      5,660,411
    Income taxes payable                                  161,927        237,515
                                                      -----------    -----------

         Total Current Liabilities                      9,877,103      9,365,823

Deferred income taxes                                     971,000        957,000
                                                      -----------    -----------
         Total Liabilities                             10,848,103     10,322,823
                                                      -----------    -----------

Stockholders' Equity:                                                           
Preferred stock, no par value -                                         
authorized 1,000,000 shares;                                          
   none issued                                             --             --
Common stock, par value $.10 per                                        
share - authorized 10,000,000                                         
shares; outstanding 5,201,995 and                                     
5,121,920 shares (net of 2,145,539                                    
     treasury shares)                                     520,200        512,192
    Additional paid-in capital                          8,503,882      7,525,753
    Retained earnings                                  70,776,491     64,771,298
Cumulative currency translation                                         
     adjustment                                                41         20,167
                                                      -----------    -----------

         Total Stockholders' Equity                    79,800,614     72,829,410
                                                      -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS'                           
          EQUITY                                      $90,648,717    $83,152,233
                                                      ===========    ===========

 See notes to consolidated financial statements.
 -3-

10-Q 6th Page of 19 TOC 1st Previous Next ↓Bottom Just 6th
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 (unaudited)

                                                        [Enlarge/Download Table]

                                       Six Months Ended          Three Months Ended   
                                           June 30,                   June 30,        
                                  -------------------------  -------------------------
                                      1998          1997         1998          1997   
                                  -----------   -----------  -----------   -----------
                                                                                      
Sales                             $39,046,355   $34,710,894  $19,531,655   $18,748,690
                                  -----------   -----------  -----------   -----------
Costs and Expenses:                                                                   

    Cost of sales                  26,024,635    24,478,017   12,846,907    13,107,902
    Selling, general and                                                              
     administrative expenses        7,033,510     6,503,284    3,646,028     3,408,975
                                  -----------   -----------  -----------   -----------
                                   33,058,145    30,981,301   16,492,935    16,516,877
                                  -----------   -----------  -----------   -----------

Income from operations              5,988,210     3,729,593    3,038,720     2,231,813

Other income - net                    893,983       682,028      477,985       341,949
                                  -----------   -----------  -----------   -----------
Earnings before income taxes        6,882,193     4,411,621    3,516,705     2,573,762

Income tax provision                  877,000       969,000      478,000       441,000
                                  -----------   -----------  -----------   -----------

Net earnings                      $ 6,005,193   $ 3,442,621  $ 3,038,705   $ 2,132,762
                                  ===========   ===========  ===========   ===========

Earnings per common share-basic   $      1.16   $       .68  $       .59   $       .42
                                  ===========   ===========  ===========   ===========
Earnings per common share-                                                            
 diluted                          $      1.15   $       .67  $       .58   $       .42
                                  ===========   ===========  ===========   ===========
Weighted average number of                                                            
 common shares outstanding-basic    5,158,028     5,072,919    5,184,994     5,073,736
                                  ===========   ===========  ===========   ===========
Weighted average number of                                                            
 common shares outstanding-                                                           
 diluted                            5,222,613     5,125,791    5,212,584     5,123,839
                                  ===========   ===========  ===========   ===========

                                     (Continued)
 See notes to consolidated financial statements.
 -4-

10-Q 7th Page of 19 TOC 1st Previous Next ↓Bottom Just 7th
BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 (unaudited) (Continued)

                                                                [Download Table]


                                   Six Months Ended         Three Months Ended    
                                      June 30,                   June 30,         
                            --------------------------  --------------------------
                                1998           1997         1998           1997   
                            -----------    -----------  -----------    -----------
                                                                                  
Net earnings                $ 6,005,193    $ 3,442,621  $ 3,038,705    $ 2,132,762

Other comprehensive income                                                        
 (expense), net of income                                                         
 taxes:                                                                           
   Foreign currency                                                               
    translation adjustment      (20,126)        15,376       (1,511)           460
                            -----------    -----------  -----------    -----------
Comprehensive income        $ 5,985,067    $ 3,457,997  $ 3,037,194    $ 2,133,222
                            ===========    ===========  ===========    ===========

 See notes to consolidated financial statements.
 -5-

10-Q 8th Page of 19 TOC 1st Previous Next ↓Bottom Just 8th
BEL FUSE INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (unaudited)
                                                Six Months Ended
                                                June 30,
                                                 -----------------------------
                                                 1998             1997
                                                 ------------     ------------
Cash flows from operating activities:                                           
    Net income                                   $  6,005,193     $  3,442,621
Adjustments to reconcile net income                                           
to net cash provided by operating                                       
activities:                                                           
    Depreciation and amortization                   1,662,700        1,630,050
    Other                                             196,000          169,000
Changes in operating assets and                                       
      liabilities                                    1,569,259       (3,375,201)
                                                 ------------     ------------
Net Cash Provided by Operating                                    
         Activities                                 9,433,152        1,866,470
                                                 ------------     ------------

Cash flows from investing activities:                                           
Purchase of property, plant and                                               
    equipment                                       (1,837,547)      (3,855,172)
 Purchase of marketable securities                  (2,830,415)      (3,962,825)
Proceeds from sale of marketable                                              
   securities                                            --          2,982,450
Proceeds from repayment by contractor                  82,531           83,789
                                                 ------------     ------------
Net Cash (Used in) Investing                                  
         Activities                                 (4,585,431)      (4,751,758)
                                                 ------------     ------------

Cash flows from financing activities:                                           
  Proceeds from exercise of stock options             832,137           27,125
                                                 ------------     ------------
Net increase (decrease) in Cash                      5,679,858       (2,858,163)
Cash and Cash Equivalents -                                                     
  beginning of period                              29,231,967       23,498,491
                                                 ------------     ------------
Cash and Cash Equivalents -                                                     
  end of period                                  $ 34,911,825     $ 20,640,328
                                                 ============     ============

                                     (Continued)
 See notes to consolidated financial statements.
 -6-

10-Q 9th Page of 19 TOC 1st Previous Next ↓Bottom Just 9th
BEL FUSE INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Continued)
 (unaudited)

                                                  Six Months Ended
                                                    June 30,
                                                  ----------------------------
                                                 1998             1997
                                                  -----------      -----------
Changes in operating assets and                                                 
liabilities consist of:                                                     
    (Increase) in accounts receivable              $(1,016,160)     $(1,753,425)
    (Increase) decrease in inventories               2,347,951       (2,150,635)
(Increase) in prepaid expenses and                                      
     other current assets                             (363,378)        (323,807)
   Decrease in other assets                            89,566          146,728
    (Decrease) in accounts payable                    (285,771)        (295,352)
   Increase in accrued expenses                       872,639          988,430
Increase (decrease) in income                                           
     taxes payable                                    (75,588)          12,860
                                                  -----------      -----------
                                                   $ 1,569,259      $(3,375,201)
                                                  ===========      ===========
Supplementary information:                                                      
Cash paid during the period for:                                                

 Interest                                       $      --        $      --
                                                  ===========      ===========
   Income taxes                                   $   432,000      $   787,941
                                                  ===========      ===========

 See notes to consolidated financial statements.
 -7-

10-Q 10th Page of 19 TOC 1st Previous Next ↓Bottom Just 10th
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)

1. The consolidated balance sheet as of June 30, 1998, and the consolidated     
statements of operations and comprehensive income and cash flows for the periods
presented herein have been prepared by the Company and are unaudited. In the    
opinion of management, all adjustments (consisting solely of normal recurring   
adjustments) necessary to present fairly the financial position, results of     
operations and comprehensive income and cash flows for all periods presented    
have been made. Certain items in the June 30, 1997 financial statements have    
been reclassified to conform to June 30, 1998 classifications. The information  
for December 31, 1997 was derived from audited financial statements.            

2. Earnings Per Share - Basic earnings per common share are computed using the  
weighted average number of common shares outstanding during the period. Diluted 
earnings per common share are computed using the weighted average number of     
common shares and common stock equivalent shares outstanding during the period. 
Earnings per share for the quarter ended June 30, 1997 have been restated to    
conform to the provisions of SFAS 128.                                          

                                 Six Months Ended         Three Months Ended
                                June 30                  June 30
                               -----------------------   -----------------------
                               1998         1997         1998         1997
                               ----------   ----------   ----------   ----------

Basic:                                                                          
  Net earnings                 $6,005,193   $3,442,621   $3,038,705   $2,132,762

Weighted average                                                                
shares out-                                                                   
 standing                       5,158,028    5,072,919    5,184,994    5,073,736

Earnings per share-                                                             
 basic                         $     1.16   $      .68   $      .59   $      .42

Diluted:                                                                        
  Net earnings                 $6,005,193   $3,442,621   $3,038,705   $2,132,762

Weighted average                                                                
shares out-                                                                   
 standing                       5,158,028    5,072,919    5,184,994    5,073,736
Incremental shares                                                          
under stock                                                               
   option plan                     64,585       52,872       27,590       50,103
                               ----------   ----------   ----------   ----------
Adjusted weighted                                                               
average shares                                                                
 outstanding                    5,222,613    5,125,791    5,212,584    5,123,839
                               ==========   ==========   ==========   ==========

Earnings per share-                                                             
 diluted                       $     1.15   $      .67   $      .58   $      .42

 -8-

10-Q 11th Page of 19 TOC 1st Previous Next ↓Bottom Just 11th
BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)

3. Inventories consist of the following:                                        

                                  June 30, 1998        December 31, 1997
                                  -------------        -----------------
Raw materials                          $ 5,671,276           $ 7,029,632        
Work-in-process                             88,199               115,586        
Finished goods                           4,095,512             5,057,720        
                               -----------           -----------
                               $ 9,854,987           $12,202,938
                               ===========           ===========

4. Property, plant and equipment consists of the following:                     

                                   June 30, 1998     December 31, 1997
                                   -------------     -----------------
Land                                     $   835,218        $   835,218         
Buildings and improvements                14,294,251         14,230,326         
Machinery and equipment                   40,025,930         38,233,434         
Idle property held for sale                  935,000            935,000         
                                -----------        -----------
                                 56,090,399         54,233,978
Less accumulated                                                                
depreciation and                                                              
amortization                             26,833,981         25,181,624        
                                -----------        -----------
Net property, plant and                                                         
equipment                               $29,256,418        $29,052,354        
                                ===========        ===========

5.   SHAREHOLDERS' ANNUAL MEETING                                               

On July 9, 1998, the shareholders approved an amendment to the Company's
Stock Option Plan to provide for the issuance of an additional 500,000 shares of
common stock under the Plan.                                                    

    The shareholders also approved an amendment to Article VI of the Company's
Certificate of Incorporation that (i) authorized a new voting Class A Common    
Stock, par value $.10 per share, and a new non-voting Class B Common Stock, par 
value $.10 share,(ii) increased the authorized number of shares of common stock 
from 10,000,000 to 20,000,000, consisting of 10,000,000 shares of Class A Common
Stock and 10,000,000 shares of Class B Common Stock, (iii) established the      
rights, powers and limitations of the Class A Common Stock and the Class B      
Common Stock and (iv) reclassified each share of the Company's issued Common    
Stock, par value $.10 per share, as one-half share of Class A Common Stock and  
one-half share of Class B Common Stock.                                         

6.   NEW ACCOUNTING PRONOUNCEMENTS                                              

   SEGMENT INFORMATION -- During June 1997, the Financial Standards Board issued
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information".                                      

 -9-

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BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)

6.  NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)                                 

This statement requires the disclosure of financial and descriptive information 
about reportable operating segments. Operating segments are defined as          
components of an enterprise about which separate financial information is       
available that is evaluated regularly in deciding how to allocate resources and 
in assessing performance. The Company has not yet completed its evaluation of   
this Statement. This Statement is effective for the Company's 1998 year end     
financial statements.                                                           

-10-

10-Q 13th Page of 19 TOC 1st Previous Next ↓Bottom Just 13th
Item 2. Management's Discussion and Analysis of Financial Condition and         
Results of Operations                                         

Results of Operations                                                 

   The following table sets forth, for the periods indicated, the percentage
relationship to net sales of certain items included in the Company's            
consolidated statements of operations.                                          

                                         Percentage of Net Sales
                                    ------------------------------------------
                                      Six Months Ended      Three Months Ended
                                     June 30,               June 30,
                                    1998        1997        1998        1997
                                    ------      ------      ------      ------
Net sales                            100.0%      100.0%      100.0%      100.0% 
Cost of sales                         66.7        70.5        65.8        69.9  
Selling, general and                                                            
administrative expenses              18.0        18.7        18.7        18.2 
Other income, net of                                                            
interest expense                      2.3         2.0         2.5         1.8 
Earnings before income                                                          
tax provision                        17.6        12.7        17.9        13.7 
Income tax provision                   2.2         2.8         2.4         2.3  
Net earnings                          15.4         9.9        15.6        11.4  

   The following table sets forth, for the periods indicated, the percentage
increase (decrease) of items included in the Company's consolidated statements  
of operations.                                                                  

                                     Increase (Decrease) from Prior Period
                                     -------------------------------------------
                                      Six Months Ended        Three Months Ended
                                      June 30, 1998            June 30, 1998
                                     compared with 1997       compared with 1997
                                     ------------------       ------------------

Net sales                                  12.5%                     4.2%       
Cost of sales                               6.3                     (2.0)       
Selling, general and                                                            
administrative                                                                
expenses                                   8.2                      7.0       
Other income - net                         31.1                     39.8        
Earnings before                                                                 
income tax provi-                                                             
sion                                      56.0                     36.6       
Income tax provision                       (9.5)                     8.4        
Net earnings                               74.4                     42.5        

-11-

10-Q 14th Page of 19 TOC 1st Previous Next ↓Bottom Just 14th
Six Months 1998 vs. Six Months 1997                                             

Sales                                                                 

   Net sales increased 12.5% from $34,710,894 during the first six months of
1997 to $39,046,355 during the first six months of 1998. The Company attributes 
this increase primarily to sales growth of network magnetic products offset, in 
part, by reduced sales of value-added products. Such reduced sales reflect the  
completion of certain contracts. Sales growth consisted primarily of growth in  
unit sales, including sales of certain new products.                            

Cost of Sales                                                         

   Cost of sales as a percentage of net sales decreased 3.8% to 66.7% during
the first six months of 1998 from 70.5% during the first six months of 1997. The
decrease in the cost of sales percentage is primarily attributable to lower raw 
material and labor costs and improved manufacturing efficiencies.               

Selling, General and Administrative Expenses                          

     The percentage relationship of selling, general and administrative expenses
to net sales decreased from 18.7% for the first six months of 1997 to 18.0% for 
the first six months of 1998. The Company attributes the percentage decrease    
primarily to increased sales. Selling, general and administrative expenses      
increased in dollar amount by 8.2%. The Company attributes the increase in      
dollar amount of such expenses primarily to increases in sales and marketing    
salaries and sales related expenses.                                            

Other Income and Expenses                                             

     Other income, consisting principally of interest earned on cash equivalents
and marketable securities, increased by approximately $212,000 during the first 
six months of 1998 compared to the first six months of 1997. The increase is    
primarily due to higher earnings on invested funds due to greater average       
balances in 1998 compared to 1997.                                              

Provision for Income Taxes                                            

The provision for income taxes for the first six months of 1997 was   
$969,000 as compared to $877,000 for the first six months of 1998. The decrease 
in the provision is due primarily to lower foreign income tax rates offset in   
part by higher United States earnings before income taxes in 1998 versus 1997.  

-12-

10-Q 15th Page of 19 TOC 1st Previous Next ↓Bottom Just 15th
Three Months 1998 vs. Three Months 1997                                         

Sales                                                                 

    Sales increased 4.2% to $19,531,655 during the second quarter of 1998 from
$18,748,690 during the second quarter of 1997. The Company attributes the       
increase primarily to the reasons set forth in the six month analysis.          

Cost of Sales                                                         

   Cost of sales as a percentage of net sales decreased 4.1% to 65.8% during
the second quarter of 1998 from 69.9% during the second quarter of 1997. The    
Company attributes the decrease primarily to the reasons set forth in the six   
month analysis.                                                                 

Selling, General and Administrative Expenses                          

     The percentage relationship of selling, general and administrative expenses
to net sales remained relatively constant during the second quarter of 1998 as  
compared to 1997. Selling, general and administrative expenses increased in     
dollar amount by $237,000. The Company attributes the increase in dollar amount 
to the reasons set forth in the six month analysis.                             

Other Income and Expense                                              

Other income increased for the second quarter of 1998 compared to the 
second quarter of 1997 due to those reasons set forth in the six month analysis.

Provision for Income Taxes                                            

     The provision for income taxes increased to $478,000 for the second quarter
of 1998 from $441,000 for the second quarter of 1997. The increase in the       
provision is due primarily to higher United States earnings before income taxes 
offset in part by lower foreign income tax rates in the second quarter of 1998  
versus 1997.                                                                    

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10-Q 16th Page of 19 TOC 1st Previous Next ↓Bottom Just 16th
Liquidity and Capital Resources                                       

 Historically, the Company has financed its capital expenditures through
cash flows from operating activities. Management believes that the cash flow    
from operations, combined with its existing capital base and the Company's      
available lines of credit, will be sufficient to fund its operations for the    
near term. This statement represents a forward-looking statement. Actual results
could differ materially from such statement if the Company experiences          
substantial unanticipated cash requirements.                                    

     The Company has lines of credit, all of which were unused at June 30, 1998,
in the aggregate amount of $7.0 million, of which $5.0 million is from domestic 
banks and $2.0 million is from foreign banks.                                   

During the first six months of 1998, the Company's cash and cash      
equivalents and marketable securities increased by $8.5 million, reflecting $9.4
million provided by operating activities and $.8 million from the exercise of   
stock options, offset, in part, by $1.8 million in purchases of plant and       
equipment.                                                                      

    The Company has historically followed a policy of reinvesting the earnings
of foreign subsidiaries in the Far East. No earnings were repatriated during the
first six months of 1998 or 1997.                                               

     Cash, accounts receivable and marketable securities comprised approximately
55.1% and 48.6% of the Company's total assets at June 30, 1998 and December 31, 
1997, respectively. The Company's current ratio (i.e., the ratio of current     
assets to current liabilities) was 6 to 1 and 5.7 to 1 at June 30, 1998 and     
December 31, 1997, respectively.                                                

  This report contains forward-looking statements that involve substantial
risks and uncertainties. The Company's actual results could differ materially   
from those discussed herein. Factors that could cause or contribute to such     
differences include, but are not limited to, those discussed in the "Business", 
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations", and "Risks and Uncertainties" captions in the Company's Form 10-K  
for the year ended December 31, 1997.                                           

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PART II. Other Information                                                      

Item 1.  Legal Proceedings                                    

       See Item 3 of the Company's Form 10-K for the year ended December 31,
1997.                                                                           

Item 2.  Changes in Securities and Use of Proceeds            

   On July 9, 1998, the shareholders of the Company approved an amendment to
Article VI of the Company's Certificate of Incorporation that (i) authorized a  
new voting Class A Common Stock, par value $.10 per share, and a new non-voting 
Class B Common Stock, par value $.10 share,(ii) increased the authorized number 
of shares of common stock from 10,000,000 to 20,000,000, consisting of          
10,000,000 shares of Class A Common Stock and 10,000,000 shares of Class B      
Common Stock, (iii) established the rights, powers and limitations of the Class 
A Common Stock and the Class B Common Stock and (iv) reclassified each share of 
the Company's issued Common Stock, par value $.10 per share, as one-half share  
of Class A Common Stock and one-half share of Class B Common Stock.             

Item 4.  Submission of Matters to a Vote of Security Holders  

    The Company's annual meeting of security holders was held on July 9, 1998.
At the meeting the following votes were taken:                                  

    (1) The Board's nominees were elected to the Board of Directors for a term
of three years. The votes were cast as follows:                                 

                                             For          Withheld
                                          ---------       --------
Daniel Bernstein                                 4,039,203        489,222       
Peter Gilbert                                    4,039,745        488,680       
John S. Johnson                                  4,036,469        491,956       

There were -0- abstentions and -0- broker non-votes.                  

   (2) The Company's Stock Option Plan was amended to increase the number of
shares authorized for issuance under such Plan by 500,000 shares. The votes were
cast as follows:                                                                

     For        Against     Abstain    Not Voted
  ---------     -------     -------    ---------
  3,798,907     289,532      19,944      420,042

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PART II. Other Information (Continued)                                          

   (3) The Company's Certificate of Incorporation was amended to authorize a
new class of non-voting Common Stock and to effect a recapitalization of the    
Company.                                                                        

For          Against       Abstain                      
---------      ---------      -------                         
2,802,987      1,703,729       21,709                         

Item 6.  Exhibits and Reports on Form 8-K                                       

(a)      Exhibits:                                            

                       3.1      Restated Certificate of Incorportion, as
amended 

      27.1     Financial Data Schedule

 (b)      There were no Current Reports on Form 8-K filed by the
      registrant during the quarter ended June 30, 1998.

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SIGNATURES

  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
                                               ---------------------------
                                               Daniel Bernstein, President
                                            (Principal Financial and
                                       Accounting Officer)

Dated:  August 11, 1998                                                         

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

Filed on:	8/11/98	19
	8/1/98	1
	7/9/98	11	17	DEF 14A
For Period End:	6/30/98	1	18
	12/31/97	3	17	10-K, 10-K/A
	6/30/97	2	10	10-Q
				List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/11/24  Bel Fuse Inc./NJ                  10-K       12/31/23  123:12M                                    RDG Filings/FA
 5/10/23  Bel Fuse Inc./NJ                  S-3                    6:1.4M                                   RDG Filings/FA
 3/10/23  Bel Fuse Inc./NJ                  10-K       12/31/22  121:13M                                    RDG Filings/FA
 3/14/22  Bel Fuse Inc./NJ                  10-K       12/31/21  117:11M                                    RDG Filings/FA
 3/12/21  Bel Fuse Inc./NJ                  10-K       12/31/20  111:10M                                    RDG Filings/FA

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Filing Submission 0000950110-98-000892 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Bel Fuse Inc/NJ – ‘10-Q’ for 6/30/98

As of: Tuesday, 8/11/98 · For: 6/30/98 · Accession #: 950110-98-892 · File #: 0-11676

Quarterly Report — Form 10-QFiling Table of Contents

10-Q — Quarterly ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

5 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q
Filing Table of Contents

10-Q — Quarterly Report
Document Table of Contents