| |
Cable Assemblies
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RJ45 and RJ11 connectivity for data/voice/video transmission.
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Structured Category 5e, 6, 6a, and 7a cable systems (premise wiring).
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| |
Compression Interface
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CIN::APSE , iQ and AMC Connectors
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High density parallel interfacing. Supporting Board-to-Board, Device-to-Board and Flex-To-Board applications – in ATE and high speed computer applications
|
| |
High Speed Cables
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QSFP, QSFP+ , CX4 and 12X
|
High speed data rate transfers – supported by industry standards like Infiniband – targeting networking applications
|
| |
Connectors
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Omega series, circular connectors, Dura-Con MIL-DTL-83513, Barrier Blocks, Harness Connectors
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MIL/Aero applications, Specifically FQIS – Fuel quantity indicator system applications.
Highest reliability interconnect applications
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| |
Enclosures and Harnesses
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ModICE™ and SHS Headers/Connectors
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Engine control units, transportation applications
|
Acquisitions
Acquisitions have played a critical role in the growth of Bel and the expansion of both its product portfolio and its customer base. Furthermore, acquisitions continue to be a key element in the Company’s growth strategy. As part of the Company’s acquisition strategy, it may, from time to time, purchase equity positions in companies that are potential merger candidates. The Company frequently evaluates possible merger candidates that would provide an expanded product and technology base that will allow the Company to further penetrate its strategic customers and/or an opportunity to reduce overall operating expense as a percentage of revenue. Bel also looks at whether the merger candidates are positioned to take advantage of the Company's lower cost offshore manufacturing facilities; and whether a cultural fit will allow the acquired company to be integrated smoothly and efficiently.
On January 29, 2010 (the “Acquisition Date”), the Company completed its acquisition of 100% of the issued and outstanding capital stock of Cinch from Safran S.A. Bel paid $39.7 million in cash and assumed an additional $0.8 million of expenses in exchange for the net assets acquired. The transaction was funded with cash on hand. Cinch is headquartered in Lombard, Illinois and has manufacturing facilities in Vinita, Oklahoma; Reynosa, Mexico; and Worksop, England.
Cinch manufactures a broad range of interconnect products for customers in the military and aerospace, high-performance computing, telecom/datacom, and transportation markets. The addition of Cinch’s well-established lines of connector and cable products and extensive clientele has enabled Bel to broaden its customer base to include aerospace and military markets. The acquisition of Cinch has also created the opportunity for expense reduction and the elimination of redundancies. The combination of these factors has given rise to goodwill in the amount of $2.3 million related to this acquisition. See Note 2 to the consolidated financial statements for further details on this acquisition.
On July 1, 2009, the Company acquired all of the outstanding shares of Winsonko (Guangxi Pingguo) Electron Co., Ltd. for $0.5 million in cash, including an immaterial amount of transaction costs.
Sales and Marketing
The Company sells its products to customers throughout North America, Europe and Asia. Sales are made through one of three channels: direct strategic account managers, regional sales managers working with independent sales representative organizations or authorized distributors. Bel's strategic account managers are assigned to handle major accounts requiring global coordination.
Independent sales representatives and authorized distributors are overseen by the Company's sales management personnel located throughout the world. As of December 31, 2011, the Company had a sales and support staff of 88 persons that supported a network of 98 sales representative organizations and non-exclusive distributors. The Company has written agreements with all of its sales representative organizations and major distributors. These written agreements, terminable on short notice by either party, are standard in the industry.
Sales support functions have also been established and located in Bel international facilities to provide timely, efficient support for customers. This supplemental level of service, in addition to first-line sales support, enables the Company to be more responsive to customers’ needs on a global level. The Company’s marketing capabilities include product management which drives new product development, application engineering for technical support and marketing communications. Product marketing managers facilitate technical partnerships for engineering development of IC-compatible components and modules.
For information regarding customer concentrations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies – Revenue Recognition.”
Research and Development (“R&D”)
The Company’s engineering groups are strategically located around the world to facilitate communication with and access to customers’ engineering personnel. This collaborative approach enables partnerships with customers for technical development efforts. On occasion, Bel executes non-disclosure agreements with customers to help develop proprietary, next generation products destined for rapid deployment.
The Company also sponsors membership in technical organizations that allow Bel’s engineers to participate in developing standards for emerging technologies. It is management’s opinion that this participation is critical in establishing credibility and a reputable level of expertise in the marketplace, as well as positioning the Company as an industry leader in new product development.
R&D costs are expensed as incurred and are included in cost of sales. Generally, R&D is performed internally for the benefit of the Company. R&D costs include salaries, building maintenance and utilities, rents, materials, administration costs and miscellaneous other items. R&D expenses for the years ended December 31, 2011, 2010 and 2009 amounted to $12.0 million, $11.4 million and $7.8 million, respectively.
Competition
The Company operates in a variety of markets, all of which are highly competitive. There are numerous independent companies and divisions of major companies that manufacture products that are competitive with one or more of Bel’s products.
The Company's ability to compete is dependent upon several factors including product performance, quality, reliability, depth of product line, customer service, technological innovation, design, delivery time and price. Overall financial stability and global presence also play a role and give Bel a favorable position in relation to many of its competitors. Management intends to maintain a strong competitive posture in the Company's markets by continued expansion of the Company’s product lines and ongoing investment in research, development and manufacturing resources.
Associates
As of December 31, 2011, the Company had 3,451 full-time associates. At that date, the Company employed 1,153 people at its North American facilities, 2,173 people at its Asian facilities and 125 people at its European facilities, excluding workers supplied by independent contractors. The Company's manufacturing facility in New York is represented by a labor union and all factory workers in the People’s Republic of China (PRC), Worksop, England and Reynosa, Mexico are represented by unions. At December 31, 2011, 25 of our workers in the New York facility were covered by a collective bargaining agreement which expires on March 31, 2012. The Company believes that its relations with its associates are satisfactory.
Suppliers
The Company has multiple suppliers for most of the raw materials that it purchases. Where possible, the Company has contractual agreements with suppliers to assure a continuing supply of critical components.
With respect to those items which are purchased from single sources, the Company believes that comparable items would be available in the event that there was a termination of the Company's existing business relationships with any such supplier. While such a termination could produce a disruption in production, the Company believes that the termination of business with any one of its suppliers would not have a material adverse effect on its long-term operations. Actual experience could differ materially from this belief as a result of a number of factors, including the time required to locate an alternative supplier, and the nature of the demand for the Company’s products. In the past, the Company has experienced shortages in certain raw materials, such as capacitors, ferrites and integrated circuits (“IC’s”), when these materials were in great demand. Even though the Company may have more than one supplier for certain materials, it is possible that these materials may not be available to the Company in sufficient quantities or at the times desired by the Company. In the event that the current economic conditions have a negative impact on the financial condition of our suppliers, this may impact the availability and cost of our raw materials.
Backlog
The Company typically manufactures products against firm orders and projected usage by customers. Cancellation and return arrangements are either negotiated by the Company on a transactional basis or contractually determined. The Company's estimated value of the backlog of orders as of February 29, 2012 was approximately $83.4 million as compared with a backlog of $100.4 million as of February 28, 2011. Management expects that virtually all of the Company's backlog as of February 29, 2012 will be shipped by December 31, 2012. Such expectation constitutes a Forward-Looking Statement. Factors that could cause the Company to fail to ship all such orders by year-end include unanticipated supply difficulties, changes in customer demand and new customer designs. Due to these factors, backlog may not be a reliable indicator of the timing of future sales. See Item 1A of this Annual Report- "Risk Factors - Our backlog figures may not be reliable indicators."
Intellectual Property
The Company has been granted a number of patents in the U.S., Europe and Asia and has additional 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 be obtained 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 or twenty years from filing of patent applications. The Company's existing patents expire on various dates from May 20, 2012 to August 7, 2029.
The Company utilizes registered trademarks in the U.S., Europe and Asia to identify various products that it manufactures. The trademarks survive as long as they are in use and the registrations of these trademarks are renewed.
Available Information
The Company maintains a website at www.belfuse.com where it makes available the proxy statements, press releases and reports on Form 4, 8-K, 10-K and 10-Q that it and its insiders file with the SEC. These forms are made available as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Press releases are also issued via electronic transmission to provide access to the Company’s financial and product news. The Company also provides notification of and access to voice and Internet broadcasts of its quarterly and annual results. The Company’s website also includes investor presentations and corporate governance materials.
An investment in our common stock involves a high degree of risk. Investors should carefully consider the risks described below, together with all other information contained in this Annual Report before making investment decisions with respect to our common stock. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially adversely affect our business in the future.
We do business in a highly competitive industry
Our business is largely in a highly competitive worldwide industry, with relatively low barriers to competitive entry. We compete principally on the basis of product performance, quality, reliability, depth of product line, customer service, technological innovation, design, delivery time and price. The electronic components industry has become increasingly concentrated and globalized in recent years and our major competitors, some of which are larger than Bel, have significant financial resources and technological capabilities.
Our backlog figures may not be reliable indicators.
Many of the orders that comprise our backlog may be delayed, accelerated or canceled by customers without penalty. Customers may on occasion double order from multiple sources to ensure timely delivery when leadtimes are particularly long. Customers often cancel orders when business is weak and inventories are excessive. Therefore, we cannot be certain that the amount of our backlog equals or exceeds the level of orders that will ultimately be delivered. Our results of operations could be adversely impacted if customers cancel a material portion of orders in our backlog.
There are several factors which can cause us to lower our prices.
a) The average selling prices for our products tend to decrease rapidly over their life cycle, and customers are increasingly putting pressure on suppliers to lower prices even when production costs are increasing. Our profits suffer if we are not able to reduce our costs of production, induce technological innovations as sales prices decline, or pass through cost increases to customers.
b) Any drop in demand or increase in supply of our products could cause a dramatic drop in our average sales prices which in turn could result in a decrease in our gross margins. A shift in product mix could also have a favorable or unfavorable impact on our gross margins, depending upon the underlying raw material content and labor requirements of the associated products.
c) Increased competition from low cost suppliers around the world has put further pressures on pricing. We continually strive to lower our costs, negotiate better pricing for components and raw materials and improve our operating efficiencies. Profit margins will be materially and adversely impacted if we are not able to reduce our costs of production or introduce technological innovations when sales prices decline.
In China, we are challenged to match availability of workers and maintain leadtimes in line with customer demand for certain of our products, which has been highly volatile in recent years. This volatility can materially adversely affect Bel’s results.
In the PRC, the availability of labor is cyclical and is significantly affected by the migration of workers in relation to the annual Lunar New Year holiday as well as economic conditions in the PRC. In addition, we have little visibility into the ordering habits of our customers and can be subjected to large and unpredictable variations in demand for our products. Accordingly, we must continually recruit and train new workers to replace those lost to attrition each year and to address peaks in demand that may occur from time to time. These recruiting and training efforts and related inefficiencies, and overtime required in order to meet demand can add volatility to the costs incurred by the Company for labor in the PRC. In 2011, we experienced a softening in customer demand for certain of our products, which resulted in underutilized capacity and lower gross margins, as our fixed costs had a lower absorption rate. Conversely, any future significant increase in customer demand would result in the hiring and training of new workers and related inefficiencies.
We are dependent on our ability to develop new products.
Our future operating results are dependent, in part, on our ability to develop, produce and market new and more technologically advanced products. There are numerous risks inherent in this process, including the risks that we will be unable to anticipate the direction of technological change or that we will be unable to timely develop and bring to market new products and applications to meet customers’ changing needs.
Our acquisitions may not produce the anticipated results.
A significant portion of our growth is from acquisitions. We cannot assure you that we will identify or successfully complete transactions with suitable acquisition candidates in the future. If an acquired business fails to operate as anticipated or cannot be successfully integrated with our other businesses, our results of operations, enterprise value, market value and prospects could all be materially and adversely affected. Integration of new acquisitions into our consolidated operations may result in lower average operating results for the group as a whole, and may divert management’s focus from the ongoing operations of the Company during the integration period.
Our strategy also focuses on the reduction of selling, general and administrative expenses through the integration or elimination of redundant sales facilities and administrative functions at acquired companies. On January 29, 2010, the Company acquired Cinch as previously described in the Acquisitions section of this Form 10-K. If we are unable to achieve our expectations with respect to the Cinch acquisition or future acquisitions, such inability could have a material and adverse effect on our results of operations. In connection with the acquisition of Cinch, we recorded $2.3 million of goodwill and $11.4 million of other intangible assets. If our acquisitions fail to perform up to our expectations, or if the value of goodwill or other intangible assets decreases as a result of weakened economic conditions, we could be required to record a loss from the impairment of assets.
If we were to undertake a substantial acquisition for cash, the acquisition would either be funded with cash on hand or financed in part through bank borrowings or the issuance of public or private debt or equity. The acquisition of Cinch was funded with cash on hand. If we borrow money to finance future acquisitions, this would likely decrease our ratio of earnings to fixed charges and adversely affect other leverage criteria and could result in the imposition of material restrictive covenants. Under our existing credit facility, we are required to obtain our lenders’ consent for certain additional debt financing and to comply with other covenants, including the application of specific financial ratios, and we may be restricted from paying cash dividends on our capital stock. We cannot assure you that the necessary acquisition financing would be available to us on acceptable terms, or at all, when required. If we issue a substantial amount of stock either as consideration in an acquisition or to finance an acquisition, such issuance may dilute existing stockholders and may take the form of capital stock having preferences over our existing common stock.
We are exposed to weaknesses in international markets and other risks inherent in foreign trade.
We have operations in six countries around the world outside the United States, and approximately 61% of our revenues during 2011 were derived from sales to customers outside the United States. Some of the countries in which we operate have in the past experienced and may continue to experience political, economic, and military instability or unrest, medical epidemic and natural disasters. These conditions could have a material and adverse impact on our ability to operate in these regions and, depending on the extent and severity of these conditions, could materially and adversely affect our overall financial condition and operating results.
Although our operations have traditionally been largely transacted in U.S. dollars or U.S. dollar linked currencies, recent world financial instability may cause additional foreign currency risks in the countries in which we operate. The decoupling of the Chinese Renminbi from the U.S. dollar has increased, and will continue to increase financial risk. With the acquisition of Cinch, the Company has additional exposure to foreign currency risks associated with the British Pound and Mexican Peso as the Company now has a larger labor force in Great Britain and Mexico.
Other risks inherent in doing business internationally include: expropriation and nationalization, trade restrictions, transportation delays, and changes in United States laws that may inhibit or restrict our ability to manufacture in or sell to any particular country. For information regarding risks associated with our presence in Asia, see "Item 2 - Properties" of this Annual Report on Form 10-K.
While we have benefited from favorable tax treatment in many of the countries where we operate, this situation could change if laws or rules in the United States or those foreign jurisdictions change, incentives are changed or revoked, or we are unable to renew current incentives.
The loss of certain substantial customers could materially and adversely affect us.
During the year ended December 31, 2011, we had two customers with sales in excess of 10% of our consolidated revenue. One such customer, located in Asia, represented 11.4% of our revenue and the other, located in North America, represented 10.9% of our revenue. We believe that the loss of either of these customers would have a material adverse effect on the Company’s results of operations, financial position and cash flows. We have experienced significant concentrations in prior years. See Note 11 of the notes to the Company’s consolidated financial statements.
We may experience labor unrest.
As we implement transfers of certain of our operations, we may experience strikes or other types of labor unrest as a result of lay-offs or termination of employees in higher labor cost countries. Our manufacturing facilities in New York, the United Kingdom and Mexico are represented by labor unions and all factory workers in the PRC are represented by government-sponsored unions.
We may experience labor shortages.
Government economic, social and labor policies in the PRC may cause shortages of factory labor in areas where we have our products manufactured. If we are required to manufacture more products outside of the PRC as a result of such shortages, our margins will likely be materially adversely affected.
Our results of operations may be materially and adversely impacted by environmental and other regulations.
Our manufacturing operations, products and/or product packaging are subject to environmental laws and regulations governing air emissions; wastewater discharges; the handling, disposal and remediation of hazardous substances, wastes and certain chemicals used or generated in our manufacturing processes; employee health and safety labeling or other notifications with respect to the content or other aspects of our processes, products or packaging; restrictions on the use of certain materials in or on design aspects of our products or product packaging; and, responsibility for disposal of products or product packaging. More stringent environmental regulations may be enacted in the future, and we cannot presently determine the modifications, if any, in our operations that any such future regulations might require, or the cost of compliance with these regulations.
We may face risks relating to climate change that could have an adverse impact on our business.
Greenhouse gas (“GHG”) emissions have increasingly become the subject of substantial international, national, regional, state and local attention. GHG emission regulations have been promulgated in certain of the jurisdictions in which we operate, and additional GHG requirements are in various stages of development. Such measures could require us to modify existing or obtain new permits, implement additional pollution control technology, curtail operations or increase our operating costs. Any additional regulation of GHG emissions, including a cap-and-trade system, technology mandate, emissions tax, reporting requirement or other program, could adversely affect our business.
Customer requirements and new regulations may increase our expenses and impact the availability of certain raw materials, which could adversely affect our revenue and operating profits.
The products we manufacture utilize materials that are impacted by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requirement for disclosure of the use of “conflict minerals” mined in the Democratic Republic of the Congo and adjoining countries.
We have begun the process of determining the country of origin of certain metals that we purchase from our suppliers, as required by the Dodd-Frank Act. The supply chain due diligence and verification of sources may require several years to complete based on the current availability of smelter origin information and the number of vendors. We have begun to obtain and review the information from our suppliers. We may not be able to complete the process in the timeframe required because of the complexity of our supply chain.
Other governmental social responsibility regulations also may impact our suppliers, manufacturing operations and operating profits.
The need to find alternative sources for certain raw materials or products because of customer requirements and regulations may impact our ability to secure adequate supplies of raw materials, lead to supply shortages, or adversely impact the prices at which we can procure compliant goods.
Our results may vary substantially from period to period.
Our revenues and expenses may vary significantly from one accounting period to another accounting period due to a variety of factors, including customers' buying decisions, our product mix, the volatility of raw material costs and general market and economic conditions. Such variations could significantly impact our stock price.
A shortage of availability or an increase in the cost of raw materials and components may adversely impact our ability to procure high quality raw materials at cost effective prices and thus may negatively impact profit margins.
Our results of operations may be adversely impacted by difficulties in obtaining raw materials, supplies, power, labor, natural resources and any other items needed for the production of our products, as well as by the effects of quality deviations in raw materials and the effects of significant fluctuations in the prices of existing inventories and purchase commitments for these materials. Many of these materials and components are produced by a limited number of suppliers and may be constrained by supplier capacity.
As product life cycles shorten and during periods of market slowdowns, the risk of materials obsolescence increases and this may materially and adversely impact our financial results.
Rapid shifts in demand for various products may cause some of our inventory of raw materials, components or finished goods to become obsolete.
The life cycles and demand for our products are directly linked to the life cycles and demand for the end products into which they are designed. Rapid shifts in the life cycles or demand for these end products due to technological shifts, economic conditions or other market trends may result in material amounts of inventory of either raw materials or finished goods becoming obsolete. While the Company works diligently to manage inventory levels, rapid shifts in demand may result in obsolete or excess inventory and materially impact financial results.
A loss of the services of the Company’s executive officers or other skilled associates could negatively impact our operations and results.
The success of the Company’s operations is largely dependent upon the performance of its executive officers, managers, engineers and sales people. Many of these individuals have a significant number of years of experience within the Company and/or the industry in which we compete and would be extremely difficult to replace. The loss of the services of any of these associates may materially and adversely impact our results of operations if we are unable to replace them in a timely manner.
Our stock price, like that of many technology companies, has been and may continue to be volatile.
The market price of our common stock may fluctuate as a result of variations in our quarterly operating results and other factors beyond our control. These fluctuations may be exaggerated if the trading volume of our common stock is low. The market price of our common stock may rise and fall in response to a variety of other factors, including:
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·
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announcements of technological or competitive developments;
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·
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general market or economic conditions;
|
|
·
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market or economic conditions specific to particular geographical areas in which we operate;
|
|
·
|
acquisitions or strategic alliances by us or our competitors;
|
|
·
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the gain or loss of a significant customer or order; or
|
|
·
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changes in estimates of our financial performance or changes in recommendations by securities analysts regarding us or our industry
|
In addition, equity securities of many technology companies have experienced significant price and volume fluctuations even in periods when the capital markets generally are not distressed. These price and volume fluctuations often have been unrelated to the operating performance of the affected companies.
Our intellectual property rights may not be adequately protected under the current state of the law.
We cannot assure you we will be successful in protecting our intellectual property through patent or other laws. As a result, other companies may be able to develop and market similar products which could materially and adversely affect our business.
We may be sued by third parties for alleged infringement of their proprietary rights and we may incur defense costs and possibly royalty obligations or lose the right to use technology important to our business.
From time to time, we receive claims by third parties asserting that our products violate their intellectual property rights. Any intellectual property claims, with or without merit, could be time consuming and expensive to litigate or settle and could divert management attention from administering our business. A third party asserting infringement claims against us or our customers with respect to our current or future products may materially and adversely affect us by, for example, causing us to enter into costly royalty arrangements or forcing us to incur settlement or litigation costs. In connection with patent infringement lawsuits discussed in Item 3. Legal Proceedings, the Company incurred expenses of $3.5 million and $8.1 million related to lawsuit settlements in 2011 and 2010, respectively. In 2009, the Company paid a lump sum licensing fee of $2.1 million in exchange for a licensing agreement covering past and future sales of the Company’s MagJack® integrated connector modules (ICMs).
Our investments in marketable securities could have a negative impact on our profitability.
As part of our acquisition strategies, we may from time to time acquire equity positions in companies that could be attractive acquisition candidates or could otherwise be potential co-venturers in potential business transactions with us. Market declines occurring subsequent to any such investment could have a negative impact on our profitability.
As a result of protective provisions in the Company’s certificate of incorporation, the voting power of certain officers, directors and principal shareholders may be increased at future meetings of the Company’s shareholders.
The Company's certificate of incorporation provides that if a shareholder, other than shareholders subject to specific exceptions, acquires (after the date of the Company’s 1998 recapitalization) 10% or more of the outstanding Class A common stock and does not own an equal or greater percentage of all then outstanding shares of both Class A and Class B common stock (all of which common stock must have been acquired after the date of the 1998 recapitalization), such shareholder must, within 90 days of the trigger date, purchase Class B common shares, in an amount and at a price determined in accordance with a formula described in the Company's certificate of incorporation, or forfeit its right to vote its Class A common shares. As of February 29, 2012, to the Company’s knowledge, there were two shareholders of the Company's common stock with ownership in excess of 10% of Class A outstanding shares with no ownership of the Company's Class B common stock and with no basis for exception from the operation of the above-mentioned provisions. In order to vote their respective shares at Bel's next shareholders' meeting, these shareholders must either purchase the required number of Class B common shares or sell or otherwise transfer Class A common shares until their Class A holdings are under 10%. As of February 29, 2012, to the Company's knowledge, these shareholders owned 31.6% and 14.5%, respectively, of the Company's Class A common stock and had not taken steps to either purchase the required number of Class B common shares or sell or otherwise transfer Class A common shares until their Class A holdings fall below 10%. Unless and until this situation is satisfied in a manner permitted by the Company’s Restated Certificate of Incorporation, the subject shareholders will not be permitted to vote their shares of Common Stock.
To the extent that the voting rights of particular holders of Class A common stock are suspended as of times when the Company's shareholders vote due to the above-mentioned provisions, such suspension will have the effect of increasing the voting power of those holders of Class A common shares whose voting rights are not suspended. As of February 29, 2012, Daniel Bernstein, the Company's chief executive officer, beneficially owned 161,902 Class A common shares (or 13.8%) of the outstanding Class A common shares whose voting rights were not suspended, the Estate of Elliot Bernstein beneficially owned 251,132 Class A common shares (or 21.4%) of the outstanding Class A common shares whose voting rights were not suspended and all directors and executive officers as a group (which includes Daniel Bernstein, but does not include the Estate of Elliot Bernstein) beneficially owned 309,790 Class A common shares (or 26.3%) of the outstanding Class A common shares whose voting rights were not suspended.
Not applicable.
The Company is headquartered in Jersey City, New Jersey, where it currently owns 19,000 square feet of office and warehouse space. In addition to its facilities in Jersey City, New Jersey, the Company leases 94,000 square feet in 12 facilities and owns properties of 45,000 square feet which are used primarily for management, financial accounting, engineering, sales and administrative support.
The Company also operated 12 manufacturing facilities in 6 countries as of December 31, 2011. Approximately 36% of the 1.3 million square feet the Company occupies is owned while the remainder is leased. See Note 15 of the notes to consolidated financial statements for additional information pertaining to leases.
The following is a list of the locations of the Company's principal manufacturing facilities at December 31, 2011.
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Location
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Approximate
Square Feet
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|
Owned/
Leased
|
|
Percentage
Used for
Manufacturing
|
| |
|
|
|
|
|
|
|
Zhongshan, People's Republic of China
|
|
385,000
|
|
Leased
|
|
70%
|
|
Zhongshan, People's Republic of China
|
|
118,000
|
|
Owned
|
|
100%
|
|
Zhongshan, People's Republic of China
|
|
78,000
|
|
Owned
|
|
100%
|
|
Pingguo, People's Republic of China
|
|
149,000
|
|
Leased
|
|
66%
|
|
Louny, Czech Republic
|
|
11,000
|
|
Owned
|
|
75%
|
|
Dominican Republic
|
|
41,000
|
|
Leased
|
|
85%
|
|
Cananea, Mexico
|
|
39,000
|
|
Leased
|
|
60%
|
|
Reynosa, Mexico
|
|
77,000
|
|
Leased
|
|
56%
|
|
Worksop, England (a)
|
|
52,000
|
|
Leased
|
|
28%
|
|
Inwood, New York
|
|
39,000
|
|
Owned
|
|
40%
|
|
Glen Rock, Pennsylvania
|
|
74,000
|
|
Owned
|
|
60%
|
|
Vinita, Oklahoma
|
|
87,000
|
|
Owned
|
|
53%
|
| |
|
|
|
|
|
|
| |
|
1,150,000
|
|
|
|
|
| |
|
|
|
|
|
|
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(a) Approximately 58% of the Worksop facility is designated for manufacturing use, but 30% is currently idle
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Of the space described above, 201,000 square feet is used for engineering, warehousing, sales and administrative support functions at various locations and 154,000 square feet is used for dormitories, canteen and other employee related facilities in the PRC.
The Territory of Hong Kong became a Special Administrative Region (“SAR”) of the PRC during 1997. The territory of Macao became a SAR of the PRC at the end of 1999. Management cannot presently predict what future impact, if any, this will have on the Company or how the political climate in the PRC will affect its contractual arrangements in the PRC. A significant portion of the Company's manufacturing operations and approximately 41% of its identifiable assets are located in Asia.
The information called for by this Item is incorporated herein by reference to the caption “Legal Proceedings” in Note 15. “Commitments and Contingencies” included in Part II, Item 8. “Financial Statements and Supplementary Data.”
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company’s voting Class A Common Stock, par value $0.10 per share, and non-voting Class B Common Stock, par value $0.10 per share ("Class A" and "Class B," respectively), are traded on the NASDAQ Global Select Market under the symbols BELFA and BELFB. The following table sets forth the high and low sales price range (as reported by The Nasdaq Stock Market Inc.) for the Common Stock on NASDAQ for each quarter during the past two years.
| |
|
Class A
|
|
|
Class A
|
|
|
Class B
|
|
|
Class B
|
|
| |
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High
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|
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Low
|
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High
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|
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Low
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Year Ended December 31, 2011
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|
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|
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First Quarter
|
|
$ |
28.35 |
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|
$ |
22.16 |
|
|
$ |
26.77 |
|
|
$ |
18.83 |
|
|
Second Quarter
|
|
|
24.54 |
|
|
|
20.51 |
|
|
|
22.45 |
|
|
|
18.33 |
|
|
Third Quarter
|
|
|
24.04 |
|
|
|
15.37 |
|
|
|
22.18 |
|
|
|
13.76 |
|
|
Fourth Quarter
|
|
|
22.36 |
|
|
|
15.48 |
|
|
|
19.97 |
|
|
|
13.40 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$ |
21.80 |
|
|
$ |
14.64 |
|
|
$ |
24.04 |
|
|
$ |
17.37 |
|
|
Second Quarter
|
|
|
22.25 |
|
|
|
15.50 |
|
|
|
25.15 |
|
|
|
16.35 |
|
|
Third Quarter
|
|
|
23.36 |
|
|
|
16.45 |
|
|
|
24.03 |
|
|
|
16.27 |
|
|
Fourth Quarter
|
|
|
27.88 |
|
|
|
20.46 |
|
|
|
25.52 |
|
|
|
20.11 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) Holders
As of February 29, 2012, there were 67 registered shareholders of the Company's Class A Common Stock and 172 registered shareholders of the Company’s Class B Common Stock. As of February 29, 2012, the Company estimates that there were 671 beneficial shareholders of the Company’s Class A Common Stock and 1,884 beneficial shareholders of the Company’s Class B Common Stock. At February 29, 2012, to the Company’s knowledge, there were two shareholders of the Company’s Class A common stock whose voting rights were suspended. These two shareholders owned an aggregate of 46% of the Company’s outstanding shares of Class A common stock. See Item 1A – Risk Factors for additional discussion.
(c) Dividends
Throughout 2009, 2010 and 2011, the Company declared dividends on a quarterly basis at a rate of $0.06 per Class A share of common stock and $0.07 per Class B share of common stock. During the years ended December 31, 2011, 2010 and 2009, the Company declared dividends totaling $3.2 million, $3.2 million and $3.1 million, respectively. There are no contractual restrictions on the Company's ability to pay dividends provided the Company is not in default under its credit agreements immediately before such payment and after giving effect to such payment. On February 1, 2012, the Company paid a dividend to all shareholders of record at January 15, 2012 of Class A and Class B Common Stock in the total amount of $0.1 million ($0.06 per share) and $0.7 million ($0.07 per share), respectively. The Company currently anticipates paying dividends quarterly in the future.
|
(d)
|
Issuer Purchases of Equity Securities
|
From 2000 through December 31, 2011, the Company has purchased and retired 527,817 Class A common shares at a cost of approximately $16.8 million and has purchased and retired 23,600 Class B common shares at a cost of approximately $0.8 million. No shares of Class A or Class B common stock were repurchased during the year ended December 31, 2011.
The following tables set forth selected consolidated financial data as of the dates and for the periods presented. The selected consolidated balance sheet data as of December 31, 2011 and 2010 and the selected consolidated statement of operations data for the years ended December 31, 2011, 2010 and 2009 have been derived from our audited consolidated financial statements and related notes that we have included elsewhere in this Annual Report. The selected consolidated balance sheet data as of December 31, 2009, 2008 and 2007 and the selected consolidated statement of operations data for the years ended December 31, 2008 and 2007 have been derived from audited consolidated financial statements that are not presented in this Annual Report.
The selected historical consolidated financial data as of any date and for any period are not necessarily indicative of the results that may be achieved as of any future date or for any future period. You should read the following selected historical consolidated financial data in conjunction with the more detailed information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes that we have presented elsewhere in this Annual Report.
For information regarding the Company’s acquisitions of Cinch in 2010 and Bel Pingguo in 2009, see “Business – Acquisitions.”
| |
|
Years Ended December 31,
|
|
| |
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
| |
|
(In thousands of dollars, except per share data)
|
|
|
Selected Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$ |
295,121 |
|
|
$ |
302,539 |
|
|
$ |
182,753 |
|
|
$ |
258,350 |
|
|
$ |
259,137 |
|
|
Cost of sales (e)
|
|
|
244,749 |
|
|
|
239,185 |
|
|
|
161,454 |
|
|
|
217,079 |
|
|
|
203,007 |
|
|
Selling, general and administrative expenses (f)
|
|
|
39,284 |
|
|
|
40,443 |
|
|
|
30,055 |
|
|
|
36,093 |
|
|
|
36,117 |
|
|
Impairment of assets (a) (c)
|
|
|
- |
|
|
|
- |
|
|
|
12,875 |
|
|
|
14,805 |
|
|
|
- |
|
|
Litigation charges (g)
|
|
|
3,471 |
|
|
|
8,103 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Restructuring charges (b)
|
|
|
314 |
|
|
|
- |
|
|
|
413 |
|
|
|
1,122 |
|
|
|
- |
|
|
Gain on sale of property, plant and equipment (h)
|
|
|
(93 |
) |
|
|
(352 |
) |
|
|
(4,693 |
) |
|
|
- |
|
|
|
(5,499 |
) |
|
Gain (loss/impairment charge) on investments (d)
|
|
|
119 |
|
|
|
- |
|
|
|
7,129 |
|
|
|
(10,358 |
) |
|
|
2,146 |
|
|
Interest income and other, net
|
|
|
357 |
|
|
|
420 |
|
|
|
527 |
|
|
|
2,454 |
|
|
|
4,046 |
|
|
Earnings (loss) before provision (benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for income taxes
|
|
|
7,872 |
|
|
|
15,580 |
|
|
|
(9,695 |
) |
|
|
(18,653 |
) |
|
|
31,704 |
|
|
Income tax provision (benefit)
|
|
|
4,108 |
|
|
|
1,931 |
|
|
|
(1,385 |
) |
|
|
(3,724 |
) |
|
|
5,368 |
|
|
Net earnings (loss)
|
|
|
3,764 |
|
|
|
13,649 |
|
|
|
(8,310 |
) |
|
|
(14,929 |
) |
|
|
26,336 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common share - basic and diluted
|
|
|
0.28 |
|
|
|
1.10 |
|
|
|
(0.71 |
) |
|
|
(1.25 |
) |
|
|
2.11 |
|
|
Class B common share - basic
|
|
|
0.33 |
|
|
|
1.18 |
|
|
|
(0.72 |
) |
|
|
(1.28 |
) |
|
|
2.25 |
|
|
Class B common share - diluted
|
|
|
0.33 |
|
|
|
1.18 |
|
|
|
(0.72 |
) |
|
|
(1.28 |
) |
|
|
2.24 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common share
|
|
|
0.24 |
|
|
|
0.24 |
|
|
|
0.24 |
|
|
|
0.24 |
|
|
|
0.20 |
|
|
Class B common share
|
|
|
0.28 |
|
|
|
0.28 |
|
|
|
0.28 |
|
|
|
0.28 |
|
|
|
0.24 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
As of December 31,
|
|
| |
|
|
2011 |
|
|
|
2010 |
|
|
|
2009 |
|
|
|
2008 |
|
|
|
2007 |
|
| |
|
(In thousands of dollars, except percentages)
|
|
|
Selected Balance Sheet Data and Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital
|
|
$ |
165,264 |
|
|
$ |
157,296 |
|
|
$ |
167,833 |
|
|
$ |
163,985 |
|
|
$ |
173,171 |
|
|
Total assets
|
|
|
276,911 |
|
|
|
277,172 |
|
|
|
245,946 |
|
|
|
261,784 |
|
|
|
293,860 |
|
|
Stockholders' equity
|
|
|
221,080 |
|
|
|
220,333 |
|
|
|
208,932 |
|
|
|
217,773 |
|
|
|
244,527 |
|
|
Return on average total assets (i)
|
|
|
1.35 |
% |
|
|
5.22 |
% |
|
|
-3.32 |
% |
|
|
-5.17 |
% |
|
|
9.34 |
% |
|
Return on average stockholders' equity (i)
|
|
|
1.69 |
% |
|
|
6.37 |
% |
|
|
-3.88 |
% |
|
|
-6.23 |
% |
|
|
11.30 |
% |
|
(a)
|
During the third quarter of 2009, the Company conducted an interim valuation test related to the Company’s goodwill by operating segment. As a result of the reduction in fair value of the Asia operating segment, the Company recorded charges of $12.9 million related to the impairment of goodwill of its Asia operating segment during 2009. During the fourth quarter of 2008, the Company conducted its annual valuation test related to the Company's goodwill by operating segment. As a result of the reduction in the fair value of the North America operating segment, the Company recorded charges of $14.1 million related to the impairment of goodwill of its North America operating segment during 2008.
|
|
(b)
|
During 2011, the Company recorded $0.3 million of restructuring costs associated with the realignment of its Cinch UK operations. In 2009, the Company incurred $0.4 million of restructuring costs related primarily to the Westborough, Massachusetts facility lease obligation, as the Company ceased its manufacturing operations at that facility in 2008. Also in connection with this closure, the Company incurred severance costs of $0.6 million and lease termination costs of $0.5 million during 2008.
|
|
(c)
|
During 2008, the Company incurred fixed asset impairments of $0.7 million related to assets located at the Westborough, Massachusetts facility which ceased operations as of December 31, 2008. This charge is included in Impairment of Assets in the Company’s consolidated statement of operations for the year ended December 31, 2008.
|
|
(d)
|
During 2009, the Company realized a net gain for financial reporting purposes of $7.1 million related to the sale of its investments in Toko, Inc. and Power-One, Inc and the final redemptions of its investment in the Columbia Strategic Cash Portfolio. During 2008, the Company recorded other-than-temporary impairment charges and realized losses of $10.4 million related to its investments in Toko, Inc., Power-One, Inc. and the Columbia Strategic Cash Portfolio. During 2007, the Company realized a gain from the sale of Toko, Inc. common stock in the amount of $2.5 million, offset by an other-than-temporary impairment charge of $0.3 million related to its investment in the Columbia Strategic Cash Portfolio.
|
|
(e)
|
During 2009, the Company incurred a $2.0 million licensing fee in connection with the settlement of the Murata lawsuit.
|
|
(f)
|
During 2009, the Company incurred $0.6 million in acquisition costs related to the acquisitions of Bel Pingguo and Cinch Connectors. During 2010, the Company incurred an additional $0.3 million of acquisition costs related to Cinch.
|
|
(g)
|
During 2011, the Company recorded litigation charges totaling $3.5 million related to the SynQor and Halo lawsuits. During 2010, the Company recorded a litigation charge in the amount of $8.1 million in connection with the SynQor lawsuit. Both of these lawsuits are further described in Note 15 to the accompanying consolidated financial statements.
|
|
(h)
|
During 2009, the Company realized a $4.6 million gain from the sale of property in Jersey City, New Jersey. During 2007, the Company realized gains from the sale of property, plant and equipment in Hong Kong and Macao in the amount of $5.5 million.
|
|
(i)
|
Returns on average total assets and stockholders’ equity are computed for each year by dividing net earnings (loss) for such year by the average balances of total assets or stockholders’ equity, as applicable, on the last day of each quarter during such year and on the last day of the immediately preceding year.
|
Item 7. Management’s 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.
Overview
Our Company
Bel is a leading producer of electronic products that help make global connectivity a reality. The Company designs, manufactures and markets a broad array of magnetics, modules, circuit protection devices and interconnect products. These products are designed to protect, regulate, connect, isolate or manage a variety of electronic circuits. Bel’s products are primarily used in the networking, telecommunications, computing, military, aerospace and transportation industries. Bel’s portfolio of products also finds application in the automotive, medical and consumer electronics markets.
Bel’s business is operated through three geographic segments: North America, Asia and Europe. During 2011, 46% of the Company’s revenues were derived from North America, 43% from Asia and 11% from its Europe operating segment. The Company’s revenues are primarily driven by working closely with customers’ engineering staffs and aligning new and existing product offerings with industry standards committees. Sales of the Company’s interconnect products represented approximately 36% of our total net sales for 2011. The remaining 2011 revenues related to sales of the Company’s modules products (31%), magnetic products (30%) and circuit protection products (3%).
The Company’s expenses are driven principally by the cost of the materials that it uses, the cost of labor where Bel’s factories are located, and its ability to efficiently manage overhead costs. As material and labor costs vary by product line, any significant shift in product mix has an associated impact on the Company’s costs of sales. Bel generally enters into processing arrangements with several independent suppliers of wire wound components in Asia. Costs are recorded as incurred for all products manufactured, whether at third-party facilities or at the Company's own manufacturing facilities. Such amounts are determined based upon the estimated stage of production and include labor cost and fringes and related allocations of factory overhead. The Company manufactures products at its manufacturing facilities in the People’s Republic of China (PRC); Glen Rock, Pennsylvania; Inwood, New York; Haina, Dominican Republic; Reynosa and Cananea, Mexico; Louny, Czech Republic; Vinita, Oklahoma; and Worksop, England.
In the PRC, where the Company generally enters into processing arrangements with several independent third-party contractors and also has its own manufacturing facilities, the availability of labor is cyclical and is significantly affected by the migration of workers in relation to the annual Lunar New Year holiday as well as economic conditions in the PRC. In addition, the Company has little visibility into the ordering habits of its customers and can be subjected to large and unpredictable variations in demand for its products. Accordingly, the Company must continually recruit and train new workers to replace those lost to attrition each year and to address peaks in demand that may occur from time to time. These recruiting and training efforts and related inefficiencies, and overtime required in order to meet demand, can add volatility to the costs incurred by the Company for labor in the PRC.
Trends Affecting our Business
The Company believes the key factors affecting Bel’s 2011 and/or future results include the following:
|
·
|
Product Mix – Sales of the Company’s module products increased from 20% of total sales during 2010 to 31% of total sales during 2011. Module products have a higher material and lower added-value content than the Bel’s other product lines. As a result, these products will not have as high a margin as Bel’s other products. The Company also experienced a significant reduction in sales of its MagJack product during 2011, which is a higher-margin product. Bel has begun to focus its product development efforts on non-commodity products. This major effort will be in the modular product line in both power and integrated modules and Mil-AeroSpace products included in our interconnect product line.
|
|
·
|
Pricing and Availability of Materials – The Company has seen component pricing and availability stabilize for most of its product lines. Although there has recently been some moderation in commodity prices, higher costs for commodities including gold, copper, and petroleum-based plastics continue to keep manufacturing costs high in comparison to the prior year. Fluctuations in component prices and other commodity prices associated with Bel’s raw materials will have a corresponding impact on Bel’s profit margins.
|
|
·
|
Labor Costs – The costs of labor, particularly in the PRC where a significant percentage of Bel’s products are manufactured, have been higher in recent years as a result of government mandates for new higher minimum wage and overtime requirements. The PRC government increased minimum wage levels by 21% in the areas where Bel’s products are manufactured effective May 1, 2010. While the Company implemented price increases to its customers during 2010 to partially offset the existing increases in labor and material costs, there was an additional government mandate effective March 2011 which increased the minimum wage level by 18% at certain of Bel’s facilities in the PRC. Increases in the minimum wage are expected to impact additional Bel facilities in the PRC in 2012. The Company believes that this increase and any additional increases to the minimum wage levels will have a negative impact on Bel’s profit margins in future quarters.
|
|
·
|
Management of Overhead Costs – The Company has continued to monitor its overall profit margin percentage over the past several quarters and is currently realigning the organization to reduce overhead and other costs. During the fourth quarter of 2011, the Company incurred $0.3 million of restructuring costs related to the realignment of its Cinch UK operations. The Company expects to finalize and implement additional streamlining steps during 2012 to take advantage of a variety of operational efficiencies. It is currently anticipated that the costs associated with these steps will be approximately $5.4 million, and will primarily impact the first three quarters of 2012. These streamlining efforts are expected to result in annual savings of $4.4 million once they are fully implemented. This expectation is a Forward-Looking Statement. Anticipated results may be impacted by a variety of factors, including the timing of implementation steps, the absence of unexpected difficulties in transitioning to new operating processes and the acceptance of the streamlining efforts by the individuals most directly affected.
|
|
·
|
Impact of Pending Lawsuits – The Company recorded $3.5 million in litigation charges during 2011 related to the Halo and SynQor lawsuits, as further described in Note 15. “Contingencies and Commitments” of Item 8. of this Annual Report on Form 10-K. Bel is currently appealing the verdict in the SynQor case; however, if the Company is unsuccessful in its appeal, sales of certain of Bel’s existing products may be materially adversely affected. This would result in decreased sales volume and would have a corresponding impact on Bel’s gross profit.
|
|
·
|
Acquisition-Related Costs – The Company’s continuing strategy to actively consider potential acquisitions could give rise to significant legal and professional fees in future periods.
|
The Company is expecting business conditions to remain challenging into 2012. The Company anticipates very modest growth overall in 2012, with continued pricing pressures from its customers.
Summary by Operating Segment
Net sales to external customers by reportable operating segment for the years ended December 31, 2011, 2010 and 2009 were as follows (dollars in thousands):
| |
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
North America
|
|
$ |
134,804 |
|
|
|
46 |
% |
|
$ |
111,888 |
|
|
|
37 |
% |
|
$ |
41,898 |
|
|
|
23 |
% |
|
Asia
|
|
|
126,941 |
|
|
|
43 |
% |
|
|
156,635 |
|
|
|
52 |
% |
|
|
123,764 |
|
|
|
68 |
% |
|
Europe
|
|
|
33,376 |
|
|
|
11 |
% |
|
|
34,016 |
|
|
|
11 |
% |
|
|
17,091 |
|
|
|
9 |
% |
| |
|
$ |
295,121 |
|
|
|
100 |
% |
|
$ |
302,539 |
|
|
|
100 |
% |
|
$ |
182,753 |
|
|
|
100 |
% |
Net sales and income (loss) from operations by operating segment for the years ended December 31, 2011, 2010 and 2009 were as follows (dollars in thousands):
| |
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
Total segment sales:
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
$ |
149,114 |
|
|
$ |
125,383 |
|
|
$ |
51,189 |
|
|
Asia
|
|
|
177,815 |
|
|
|
196,243 |
|
|
|
144,572 |
|
|
Europe
|
|
|
34,597 |
|
|
|
35,150 |
|
|
|
18,110 |
|
|
Total segment sales
|
|
|
361,526 |
|
|
|
356,776 |
|
|
|
213,871 |
|
|
Reconciling item:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment sales
|
|
|
(66,405 |
) |
|
|
(54,237 |
) |
|
|
(31,118 |
) |
|
Net sales
|
|
$ |
295,121 |
|
|
$ |
302,539 |
|
|
$ |
182,753 |
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
$ |
9,026 |
|
|
$ |
4,181 |
|
|
$ |
(205 |
) |
|
Asia
|
|
|
(3,480 |
) |
|
|
9,357 |
|
|
|
(16,462 |
) |
|
Europe
|
|
|
1,850 |
|
|
|
1,622 |
|
|
|
(684 |
) |
| |
|
$ |
7,396 |
|
|
$ |
15,160 |
|
|
$ |
(17,351 |
) |
The significant shift in the proportion of net sales between the Company’s Asia and North America reportable operating segments during 2011 was primarily due to a $20.0 million increase in sales of a product line within the module product group which is manufactured in China but sold to a customer in North America, and a $40.6 million decrease in sales of magnetic products, which primarily impacted the Company’s Asia segment. In addition, Cinch sales increased by $10.8 million during 2011 as compared to 2010, primarily in the North America operating segment and to a lesser extent in the Europe operating segment. In 2010, there was an increase in revenue volume across all operating segments, as well as a shift in the percentage of total net sales among the Company’s reportable operating segments primarily due to the Cinch acquisition. During the year ended December 31, 2010, the Cinch acquisition contributed sales to external customers of $44.3 million and income from operations of $3.6 million to the Company’s North America operating segment and sales to external customers of $10.7 million and income from operations of $1.0 million to the Company’s Europe operating segment. In addition to the corresponding impact from the shift in sales, income (loss) from operations was also impacted by $3.5 million and $8.1 million of litigation charges recorded in 2011 and 2010, respectively, which primarily impacted Asia’s income from operations. In 2009, the Company recorded a goodwill impairment charge of $12.9 million in its Asia operating segment.
See Note 11 of the notes to consolidated financial statements contained in this Annual Report on Form 10-K for additional segment disclosures.
Our 2011 Results
During 2011, a decrease in sales within the magnetic product line, which includes Bel’s MagJack products, more than offset a $29.4 million increase in shipments of module products. Because the module product line typically has higher material content than Bel’s other product lines, this shift in the mix of products sold reduced the gross margin percentage for 2011. As a result of this, Bel’s sales decreased by 2.5% during 2011 as compared to 2010, while cost of sales increased by 2.3% compared to 2010. The 2011 financial results were also impacted by $3.5 million of litigation charges, partially offset by reduced labor costs due to a smoother transition out of the Lunar New Year in 2011 as compared to 2010. The Company reported net income of $3.8 million for the year ended December 31, 2011. Additional details related to these factors affecting Bel’s 2011 results are described in the Results of Operations section below.
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
|
|
| |
|
|
Years Ended December 31,
|
|
| |
|
|
2011
|
|
2010
|
|
2009
|
|
| |
|
|
|
|
|
|
|
|
|
Net sales
|
|
100.0
|
%
|
100.0
|
%
|
100.0
|
% |
|
Cost of sales
|
|
82.9
|
|
79.1
|
|
88.3
|
|
|
Selling, general and administrative expenses
|
|
13.3
|
|
13.4
|
|
16.4
|
|
|
Impairment of assets
|
|
-
|
|
-
|
|
7.0
|
|
|
Litigation charges
|
|
1.2
|
|
2.7
|
|
-
|
|
|
Restructuring charges
|
|
0.1
|
|
-
|
|
0.2
|
|
|
Gain on sale of property, plant and equipment
|
|
-
|
|
0.1
|
|
2.6
|
|
|
Realized gain on sale of investments
|
|
-
|
|
-
|
|
3.9
|
|
|
Interest income and other, net
|
|
0.1
|
|
0.1
|
|
0.3
|
|
|
Earnings (loss) before provision (benefit) for income taxes
|
2.7
|
|
5.1
|
|
(5.3)
|
|
|
Income tax provision (benefit)
|
|
1.4
|
|
0.6
|
|
(0.8)
|
|
|
Net earnings (loss)
|
|
1.3
|
|
4.5
|
|
(4.5)
|
|
The following table sets forth the year over year percentage increases or decreases of certain items included in the Company's consolidated statements of operations.
| |
|
|
Increase (Decrease) from
|
|
| |
|
|
Prior Period
|
|
| |
|
2011 compared
|
|
2010 compared
|
| |
|
with 2010
|
|
with 2009
|
| |
|
|
|
|
|
|
|
|
|
Net sales
|
|
(2.5)
|
%
|
|
|
65.5
|
%
|
|
Cost of sales
|
|
2.3
|
|
|
|
48.1
|
|
|
Selling, general and administrative expenses
|
|
(2.9)
|
|
|
|
34.6
|
|
|
Net earnings/loss
|
|
(72.4)
|
|
|
|
264.2
|
|
Sales
The Company experienced significant offsetting fluctuations in sales among its product groups in 2011, which resulted in a 2.5% decrease in net sales as compared to 2010. Net sales increased by 65.5% during 2010 as compared to 2009. The increase in sales during 2010 related primarily to improved market conditions, which resulted in an increase in legacy-Bel revenue of $64.7 million. The remaining increase for 2010 related to the addition of Cinch revenue of $55.1 million.
The Company’s net sales by major product line as a percentage of consolidated net sales for the years ended December 31, 2011, 2010 and 2009 were as follows:
| |
|
Year Ended
|
|
| |
|
December 31,
|
|
| |
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
Interconnect
|
|
$ |
107,346 |
|
|
|
36 |
% |
|
$ |
101,059 |
|
|
|
33 |
% |
|
$ |
32,447 |
|
|
|
18 |
% |
|
Modules
|
|
|
90,475 |
|
|
|
31 |
% |
|
|
61,092 |
|
|
|
20 |
% |
|
|
54,323 |
|
|
|
30 |
% |
|
Magnetics
|
|
|
87,104 |
|
|
|
30 |
% |
|
|
127,664 |
|
|
|
43 |
% |
|
|
86,326 |
|
|
|
47 |
% |
|
Circuit protection
|
|
|
10,196 |
|
|
|
3 |
% |
|
|
12,724 |
|
|
|
4 |
% |
|
|
9,657 |
|
|
|
5 |
% |
| |
|
$ |
295,121 |
|
|
|
100 |
% |
|
$ |
302,539 |
|
|
|
100 |
% |
|
$ |
182,753 |
|
|
|
100 |
% |
Sales related to the Cinch acquisition, which are included in the interconnect product group above, have shown steady growth in 2011. The most significant shift in product mix relates to a $40.6 million decrease in sales of the Company’s magnetic products partially offset by $29.4 million increase in sales of modules products. The Company anticipates future growth to be primarily within Bel’s modular and interconnect product lines.
The Company continues to have limited visibility as to future customer requirements and as such, the Company cannot predict with any degree of certainty sales revenues for 2012. The Company cannot quantify the extent of sales growth arising from unit sales mix and/or price changes. Product demand and sales volume will affect how we price our products. Through the Company's engineering and research effort, the Company has been successful in adding additional value to existing product lines, which tends to increase sales prices initially until that generation of products becomes mature and sales prices experience price degradation. In general, as products become mature, average selling prices decrease.
Cost of Sales
The Company’s cost of sales as a percentage of consolidated net sales for the years ended December 31, 2011, 2010 and 2009 were comprised of the following:
| |
Year Ended
|
| |
December 31,
|
| |
2011
|
|
2010
|
|
2009
|
|
Material
|
50.4%
|
|
44.7%
|
|
55.3%
|
|
Labor
|
10.9%
|
|
13.9%
|
|
11.5%
|
|
Research and development
|
4.1%
|
|
3.8%
|
|
4.3%
|
|
Other expenses
|
17.5%
|
|
16.7%
|
|
17.2%
|
|
Total cost of sales
|
82.9%
|
|
79.1%
|
|
88.3%
|
2011 as Compared to 2010
The most significant factor contributing to the increase in cost of sales as a percentage of sales relates to an increase in material costs resulting from the shift in product mix from magnetic to module product groups noted above. The module product group has a greater percentage of material content thus lower gross margins than Bel’s other product groups. There were some increases in material costs due to higher prices for commodities, such as gold and copper, that are included in many of the components and materials that Bel purchases. The labor costs in 2011 reflected a smoother transition out of the Lunar New Year holiday in PRC than that experienced in 2010. During the first half of 2010, Bel was faced with meeting the demand of an extremely high backlog of orders coming out of the Lunar New Year holiday, which resulted in excessive recruiting and training expenses, and the related production inefficiencies and overtime incurred to meet this demand. While the workforce was more stabilized in 2011, labor costs were impacted by increases in mandated minimum wage and overtime rates. The variance in other expenses primarily relates to a $1.2 million increase in overhead costs in 2011 as compared to 2010. Approximately $0.4 million of this increase is due to the inclusion of a full year of Cinch activity in 2011 versus only eleven months in 2010. The remainder of the increase relates to higher operating costs at manufacturing facilities in Zhongshan, PRC and Reynosa, Mexico.
Included in cost of sales are R&D expenses of $12.0 million and $11.4 million for the years ended December 31, 2011 and 2010, respectively. Approximately $0.3 million of the increase in 2011 was due to the inclusion of a full year of Cinch R&D expenses versus only eleven months in 2010, while the development of the aforementioned new product line within the module group and investment in other new product development contributed to the remainder of the increase.
2010 as Compared to 2009
The decrease in material costs as a percentage of consolidated net sales in 2010 resulted primarily from a shift in product mix. The Company’s module products have a higher material content as compared to the Company’s interconnect products. As shown in the table above, the Company’s net sales of module products decreased from 30% of net sales in 2009 to 20% in 2010, while net sales of interconnect products increased from 18% of net sales in 2009 to 33% in 2010. Labor costs as a percentage of consolidated net sales increased during 2010 as a result of training expenses, production inefficiencies and additional overtime charges associated with the hiring of over 4,000 new production workers over the past year, which was necessary to accommodate the increase in demand for Bel’s products. In addition, labor costs for the second half of 2010 included the 21% increase in the minimum wage levels in the PRC, as discussed in “Trends Affecting our Business” above. The Company also sold a higher proportion of its magnetic and interconnect products, primarily due to the addition of Cinch products, during 2010 as compared to 2009, and these product lines have a higher assembly labor requirement. While R&D expenses decreased as a percentage of sales, the dollar amount increased to $11.4 million in 2010 from $7.8 million in 2009. The increase in R&D expenses related to the inclusion of Cinch’s R&D expenses since its acquisition in January 2010 as well as higher legacy-Bel R&D expenses related to power products and ICMs. Other expenses in 2009 included a $2.1 million license fee related to the Murata patent infringement claim, which did not recur in 2010.
Selling, General and Administrative Expenses (“SG&A”)
A summary of variances within SG&A expense is as follows (dollars in thousands):
| |
|
(Favorable) Unfavorable Variances in SG&A
|
|
| |
|
Year Ended
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31,
|
|
|
Year Ended
|
|
| |
|
2011 vs. 2010
|
|
|
December 31, 2010 vs. 2009
|
|
| |
|
Consolidated
|
|
|
Consolidated
|
|
|
Legacy-Bel
|
|
|
Cinch
|
|
|
Sales commissions
|
|
$ |
(466 |
) |
|
$ |
1,892 |
|
|
$ |
1,060 |
|
|
$ |
832 |
|
|
Salaries and fringes
|
|
|
770 |
|
|
|
2,755 |
|
|
|
(809 |
) |
|
|
3,564 |
|
|
Incentive compensation
|
|
|
(2,070 |
) |
|
|
2,528 |
|
|
|
2,263 |
|
|
|
265 |
|
|
Fraud-related costs
|
|
|
121 |
|
|
|
(594 |
) |
|
|
(594 |
) |
|
|
- |
|
|
Acquisition-related costs
|
|
|
(138 |
) |
|
|
(205 |
) |
|
|
(260 |
) |
|
|
55 |
|
|
Travel expenses
|
|
|
(112 |
) |
|
|
873 |
|
|
|
539 |
|
|
|
334 |
|
|
Office expenses
|
|
|
378 |
|
|
|
1,642 |
|
|
|
100 |
|
|
|
1,542 |
|
|
Other legal and professional fees
|
|
|
354 |
|
|
|
716 |
|
|
|
475 |
|
|
|
241 |
|
|
Severance charges
|
|
|
(109 |
) |
|
|
(191 |
) |
|
|
(372 |
) |
|
|
181 |
|
|
Fair value of COLI investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(SG&A portion only)
|
|
|
208 |
|
|
|
160 |
|
|
|
160 |
|
|
|
- |
|
|
Foreign exchange
|
|
|
(96 |
) |
|
|
58 |
|
|
|
(76 |
) |
|
|
134 |
|
|
Other
|
|
|
1 |
|
|
|
754 |
|
|
|
(244 |
) |
|
|
998 |
|
| |
|
$ |
(1,159 |
) |
|
$ |
10,388 |
|
|
$ |
2,242 |
|
|
$ |
8,146 |
|
2011 as Compared to 2010
SG&A expense in 2011 was relatively flat compared to 2010 in both overall dollar amount and as a percentage of sales; however, there were fluctuations among SG&A expense categories that largely offset each other. The 2011 expense reflects a reduction in sales commissions due to a higher proportion of non-commissioned sales in 2011 and a smaller bonus accrual based upon financial results in 2011, partially offset by wage increases effective January 1, 2011, increased legal costs associated with the Halo and SynQor lawsuit activity and an additional month of Cinch’s salaries and office expenses as compared to 2010.
2010 as Compared to 2009
As Cinch SG&A expenses have been included in Bel’s results only since the Acquisition Date, 100% of such Cinch expenses are included in the variances above. The variances in the “Legacy-Bel” column above show an increase in sales commissions due to an increase in Bel sales as compared to the comparable periods of 2009, a bonus accrual based upon financial results in 2010, acquisition-related costs associated with the acquisition of Cinch, and increased legal fees related to patent litigation, offset by a reduction in salaries and fringes due to headcount reductions.
Litigation Charges
During 2011, the Company recorded litigation charges totaling $3.5 million related to the SynQor and Halo lawsuits. During 2010, the Company recorded a litigation charge in the amount of $8.1 million in connection with the SynQor lawsuit. Both of these lawsuits are further described in Note 15 to the accompanying consolidated financial statements.
Impairment of Assets
During the third quarter of 2009, the Company performed an interim valuation of the Company’s goodwill. In connection with this analysis, it was determined that the goodwill associated with the Company’s Asia operating segment was impaired, primarily due to a reduction in estimated future cash flows. The related impairment charge of $12.9 million is included in the Company’s consolidated statement of operations for the year ended December 31, 2009.
Restructuring Charges
The Company recorded $0.3 million of restructuring charges in 2011 related to the realignment of its Cinch UK operations. These charges were primarily associated with severance costs. In connection with the termination of its manufacturing operations at the Company's DC-DC manufacturing facility in Westborough, the Company incurred restructuring charges of $0.4 million in 2009, primarily related to the facility lease obligation.
Gain on Sale of Property, Plant and Equipment
The Company recorded net gains of $0.1 million during the year ended December 31, 2011, primarily related to a $0.2 million gain on insurance proceeds associated with snow damage to the manufacturing facility in Vinita, Oklahoma. This gain was partially offset by losses recorded in connection with the disposal of various equipment. During the year ended December 31, 2010, the Company recognized net gains of $0.4 million primarily related to the sale of a property in Hong Kong. During the year ended December 31, 2009, the Company recognized a previously deferred gain from the sale of property in Jersey City, New Jersey in the amount of $4.6 million.
Realized Gain on Sale of Investments
During the year ended December 31, 2011, the Company realized a $0.1 million gain on the partial sale of its investment in Pulse Electronics Corporation (“Pulse”) common stock. During the year ended December 31, 2009, the Company sold its remaining investments in Power-One Inc. (“Power-One”) common stock and Toko Inc. (“Toko”) common stock. These sales resulted in an aggregate net gain for financial reporting purposes of $6.9 million which was recorded during 2009. The Company also realized $0.2 million in gains associated with redemptions of its investment in the Columbia Strategic Cash Portfolio (“Columbia Portfolio”) during the year ended December 31, 2009.
Provision (Benefit) for Income Taxes
The Company’s effective tax rate will fluctuate based on the geographic segment in which the pretax profits are earned. Of the geographic segments in which the Company operates, the U.S. has the highest tax rates; Europe’s tax rates are generally lower than U.S. tax rates; and Asia has the lowest tax rates of the Company’s three geographical segments.
The provision for income taxes for the year ended December 31, 2011 was $4.1 million compared to $1.9 million for the year ended December 31, 2010. The Company’s earnings before income taxes for the year ended December 31, 2011 are approximately $7.7 million lower than in 2010. The Company’s effective tax rate, the income tax provision as a percentage of earnings before provision for income taxes, was 52.2% and 12.4% for the years ended December 31, 2011 and 2010, respectively. The increase in the effective tax rate during the year ended December 31, 2011 compared to 2010 is primarily caused by an increase in pretax profit in North America and Europe segments, where tax rates are higher, and a pretax loss with no tax benefit in Asia. In addition, the tax provision for income taxes in 2010 was lower, in part, due to the expiration of certain statutes of limitations which resulted in a reversal of a previously recognized liability for uncertain tax positions in the amount of $1.8 million, partially offset by an increase in the liability for uncertain tax positions in the amount of $1.0 million which arose during the year ended December 31, 2010. During 2011, the Company paid or accrued $3.1 million in net litigation costs which resulted in a negligible tax benefit. During 2010, the Company accrued an $8.1 million liability in connection with a lawsuit, discussed above, which resulted in a tax benefit of $0.1 million.
The provision for income taxes for the year ended December 31, 2010 was $1.9 million compared to a tax benefit of $1.4 million for the year ended December 31, 2009. The Company earned a profit before income taxes for the year ended December 31, 2010 versus a loss for the year ended December 31, 2009 which resulted in $25.3 million higher earnings before income taxes during the year ended December 31, 2010 compared to the year ended December 31, 2009. The Company’s effective tax rate, the income tax provision (benefit) as a percentage of earnings (loss) before provision (benefit) from income taxes, was 12.4% and (14.3)% for the years ended December 31, 2010 and December 31, 2009, respectively. The increase in the effective tax rate during the year ended December 31, 2010 as compared to the year ended December 31, 2009 is principally attributable to higher earnings before taxes in all geographic segments during the year ended December 31, 2010 as compared to losses (or very modest earnings) in all geographic segments during 2009. During the year ended December 31, 2010, certain statutes of limitations expired which resulted in a reversal of a previously recognized liability for uncertain tax positions in the amount of $1.8 million. This was offset, in part, by an increase in the liability for uncertain tax positions in the amount of $1.0 million which arose during the year ended December 31, 2010. During 2010, the Company accrued an $8.1 million liability in connection with a lawsuit, discussed above, which resulted in a tax benefit of $0.1 million. During the year ended December 31, 2009, certain statutes of limitations expired which resulted in a reversal of a previously recognized liability for uncertain tax positions in the amount of $3.9 million offset, in part, by an increase in the liability for uncertain tax positions in the amount of $1.3 million, which arose during the year ended December 31,2009. Additionally, the Company settled a lawsuit during the year ended December 31, 2009 which resulted in a tax benefit of $0.8 million. These tax benefits were partially offset by the tax effect of a gain on the sale of property in North America during the year ended December 31, 2009.
The Company has the majority of its products manufactured on the mainland of the PRC, and Bel is not subject to corporate income tax on manufacturing services provided by third parties in the PRC. Hong Kong has a territorial tax system which imposes corporate income tax at a rate of 16.5 percent on income from activities solely conducted in Hong Kong.
The Company holds an offshore business license from the government of Macao. With this license, a Macao offshore company named Bel Fuse (Macao Commercial Offshore) Limited has been established to handle all of the Company’s sales to third-party customers in Asia. Sales by this company consist of products manufactured in the PRC. This company is not subject to Macao corporate profit taxes which are imposed at a tax rate of 12%.
Management’s intention is to permanently reinvest the majority of the earnings of foreign subsidiaries in the expansion of its foreign operations. Unrepatriated earnings, upon which U.S. income taxes have not been accrued, are approximately $93.4 million at December 31, 2011. Such unrepatriated earnings are deemed by management to be permanently reinvested. The estimated federal income tax liability (net of estimated foreign tax credits) related to unrepatriated foreign earnings is $21.2 million under the current tax law. The Company repatriated $0.5 million during 2011.
The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of the current provision for income taxes. During the years ended December 31, 2011, 2010 and 2009, the Company recognized approximately $0.2 million, $0.2 million and $0.1 million, respectively, in interest and penalties in the consolidated statements of operations. The Company has approximately $0.7 million and $0.4 million accrued for the payment of interest and penalties at December 31, 2011 and 2010, respectively, which is included in both income taxes payable and liability for uncertain tax positions in the consolidated balance sheets.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is no longer subject to U.S. federal examinations by tax authorities for years before 2007 and for state examinations before 2005. Regarding foreign subsidiaries, the Company is no longer subject to examination by tax authorities for years before 2003 in Asia and generally 2005 in Europe. During September 2010 and April 2011, the Company was notified of an Internal Revenue Service (“IRS”) tax audit for the years ended December 31, 2004 through 2009. The Company believes the audit is a result of various carryback claims to the years ended December 31, 2004, 2005 and 2006. As the statute of limitations for the years 2004, 2005 and 2006 has expired, any tax adjustment proposed by the IRS for these years would be limited to the amount of the carryback claims of approximately $2.5 million.
As a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized benefits for tax positions taken regarding previously filed tax returns may change materially from those recorded as liabilities for uncertain tax positions in the Company’s condensed consolidated financial statements. At December 31, 2011, a total of $1.0 million of previously recorded liabilities for uncertain tax positions relates to the 2007 tax year. The statute of limitations related to this liability, which was scheduled to expire on September 15, 2011, was extended until September 2013.
On August 10, 2010 President Obama signed into law the “Education Jobs & Medicaid Assistance Act” (H.R. 1586) (the “Act”). The Act’s international tax provisions place certain restrictions on the use of foreign tax credits. The Company has evaluated the newly enacted international tax provisions and determined that they do not materially affect the Company’s operating results or financial condition.
The Company continues to monitor proposed legislation affecting the taxation of transfers of U.S. intangible property and other potential tax law changes.
Inflation and Foreign Currency Exchange
During the past three years, the effect of inflation on the Company's profitability was not material. Historically, fluctuations of the U.S. Dollar against other major currencies have not significantly affected the Company's foreign operations as most sales have been denominated in U.S. Dollars or currencies directly or indirectly linked to the U.S. Dollar. Most significant expenses, including raw materials, labor and manufacturing expenses, are incurred primarily in U.S. Dollars or the Chinese Renminbi, and to a lesser extent in British Pounds and Mexican Pesos. The Chinese Renminbi appreciated by approximately 4.7% in 2011 as compared to 2010. Future appreciation of the Renminbi would result in the Company’s incurring higher costs for all expenses incurred in the PRC. The Company's European entities, whose functional currencies are Euros, British Pounds, Czech Korunas, and U.S. Dollars, enter into transactions which include sales which are denominated principally in Euros, British Pounds and various other European currencies, and purchases that are denominated principally in U.S. Dollars and British Pounds. Settlement of such transactions resulted in net realized and unrealized currency exchange losses of $0.2 million for the year ended December 31, 2010, which were charged to expense. Realized and unrealized currency losses during the years ended December 31, 2011 and 2009 were not material. Translation of subsidiaries’ foreign currency financial statements into U.S. Dollars resulted in translation losses of $0.2 million and $0.9 million for the years ended December 31, 2011 and 2010, respectively, which are included in accumulated other comprehensive loss. Translation gains during the year ended December 31, 2009 were not material.
Liquidity and Capital Resources
Historically, the Company has financed its capital expenditures primarily through cash flows from operating activities and has financed acquisitions both through cash flows from operating activities and borrowings. Management believes that the cash flow from operations after payments of dividends, combined with its existing capital base and the Company's available lines of credit, will be sufficient to fund its operations for at least the next twelve months. Such statement constitutes a Forward Looking Statement. Factors which could cause the Company to require additional capital include, among other things, a softening in the demand for the Company’s existing products, an inability to respond to customer demand for new products, potential acquisitions requiring substantial capital, future expansion of the Company's operations and net losses that would result in net cash being used in operating, investing and/or financing activities which result in net decreases in cash and cash equivalents. Net losses may result in the loss of domestic and foreign credit facilities and preclude the Company from obtaining debt or equity financing in the capital markets on affordable terms or otherwise.
At December 31, 2011 and 2010, $40.2 million and $32.9 million, respectively, of cash and cash equivalents was held by foreign subsidiaries of the Company. Management’s intention is to permanently reinvest the majority of these funds outside the U.S. and there are no current plans that would indicate a need to repatriate them to fund the Company’s U.S. operations. In the event these funds were needed for Bel’s U.S. operations, the Company would be required to accrue and pay U.S. taxes to repatriate these funds.
The Company has a $30 million line of credit, which expires on June 30, 2014. There have not been any borrowings under the credit agreement and as such, there was no balance outstanding as of December 31, 2011 and December 31, 2010. At each of those dates, the entire $30 million line of credit was available to the Company to borrow. The credit agreement bears interest at LIBOR plus 0.75% to 1.25% based on certain financial statement ratios maintained by the Company. The Company is in compliance with its debt covenants as of December 31, 2011.
For information regarding further commitments under the Company’s operating leases, see Note 15 of the notes to the Company’s consolidated financial statements.
On February 28, 2011, the Company announced that it had delivered a letter to Pulse proposing to acquire all of the outstanding shares of Pulse common stock for per share consideration of $6.00, or approximately $249 million in the aggregate. The Company recorded $0.3 million of expense related to the offer during 2011. Bel began divesting its ownership of Pulse shares during the second quarter of 2011 and recorded a related gain of $0.1 million. As of December 31, 2011, the Company still owns 258,928 shares of Pulse common stock.
On March 9, 2012, the Company completed its acquisition of 100% of the issued and outstanding capital stock of GigaCom Interconnect AB (“GigaCom Interconnect”) with a cash payment of £1.7 million (approximately $2.7 million). GigaCom Interconnect, located in Gothenburg, Sweden, is a supplier of expanded beam fiber optic technology and a participant in the development of next-generation commercial aircraft components. GigaCom Interconnect will become part of Bel’s Cinch Connector business. Management believes that GigaCom’s offering of expanded beam fiber optic products, which are replacing traditional copper-based components due to their superior performance, reliability and lighter weight, will enhance Cinch’s position within the growing aerospace and military markets.
Cash Flows
During the year ended December 31, 2011, the Company's cash and cash equivalents increased by $4.4 million. This resulted primarily from $30.3 million provided by operating activities, $0.4 million of proceeds from the sale of marketable securities and $0.4 million of proceeds from the disposal of property, plant and equipment, offset by $12.8 million transferred to restricted cash related to the SynQor lawsuit, $5.1 million used to purchase marketable securities, $2.9 million paid for the purchase of property, plant and equipment and $3.2 million for payments of dividends. During the year ended December 31, 2011, cash provided by operating activities was $30.3 million as compared to $7.6 million for the year ended December 31, 2010. Accounts receivable decreased by $14.2 million in 2011 due to a $15.1 million reduction in sales during the fourth quarter of 2011 as compared to the fourth quarter of 2010. In addition, the Company experienced a $17.6 million increase in inventory levels during 2010 related to heightened demand for products, which did not recur in 2011.
During the year ended December 31, 2010, the Company's cash and cash equivalents decreased by $40.4 million. This resulted primarily from $40.4 million paid in connection with the acquisition of Cinch, $2.4 million for the purchase of property, plant and equipment, $6.2 million for the purchase of marketable securities and $3.2 million for payments of dividends, offset by $7.6 million provided by operating activities, $3.4 million in net proceeds from the surrender of company-owned life insurance policies, and $0.6 million of proceeds from the sale of property, plant and equipment. During the year ended December 31, 2010, cash provided by operating activities was $7.6 million as compared to $29.2 million for year ended December 31, 2009. This $21.6 million reduction in operating cash flow related primarily to the significant fluctuations in accounts receivable and inventory levels in both 2009 and 2010, commensurate with fluctuating customer demand and the related manufacturing and sales volumes. In early 2009, customer demand for Bel’s products was down, which resulted in decreased accounts receivable and inventory levels during 2009 followed by a reversal of this trend during the latter part of 2009 and into 2010.
During the year ended December 31, 2009, the Company's cash and cash equivalents increased by $49.3 million from $75.0 million at December 31, 2008 to $124.2 million at December 31, 2009, reflecting approximately $29.2 million provided by operating activities. This resulted primarily from a reduction in 2009 sales volume and the associated decrease in purchases of raw materials and overall reduction in manufacturing of finished products which led to a $11.3 million decrease in accounts receivable and a $14.8 million decrease in inventory on hand as compared to those balances at December 31, 2008. Other factors contributing to the overall increase in cash and cash equivalents at December 31, 2009 included $20.6 million of proceeds from the sale of marketable securities, $5.3 million from the final redemptions of the Columbia Portfolio, $1.5 million of proceeds from the surrender of company-owned life insurance policies and $2.6 million of proceeds from the sale of property, plant and equipment, primarily from the $2.3 million release of final escrow related to the sale of the Jersey City property, offset, in part, by $2.4 million for the purchase of property, plant and equipment, $0.1 million for the repurchase of the Company’s common stock, $3.5 million for the purchase of marketable securities, $0.4 million in payment for an acquisition, $0.1 million for the purchase of a license agreement and $3.1 million for payments of dividends. The remaining reduction in cash and cash equivalent relates to $0.3 million which was reclassified to restricted cash as of December 31, 2009.
Cash and cash equivalents, marketable securities, short-term investments and accounts receivable comprised approximately 48.0% and 50.1% of the Company's total assets at December 31, 2011 and December 31, 2010, respectively. The Company's current ratio (i.e., the ratio of current assets to current liabilities) was 4.9 to 1 and 4.4 to 1 at December 31, 2011 and December 31, 2010, respectively.
Accounts receivable, net of allowances, were $39.1 million at December 31, 2011, as compared with $53.3 million at December 31, 2010. The decrease in accounts receivable is primarily due to an 18.0% decrease in fourth quarter sales for 2011 as compared to the fourth quarter of 2010 in addition to a decrease in the Company’s days sales outstanding (DSO) from 57 days at December 31, 2010 to 51 days at December 31, 2011. Marketable securities increased by $4.0 million as a result of the purchase of new marketable securities during 2011. Inventories were $53.4 million at December 31, 2011, as compared with $57.0 million at December 31, 2010.
Contractual Obligations
The following table sets forth at December 31, 2011 the amounts of payments due under specific types of contractual obligations, aggregated by category of contractual obligation, for the time periods described below. This table excludes $4.1 million of unrecognized tax benefits as of December 31, 2011, as the Company is unable to make reasonably reliable estimates of the period of cash settlements, if any, with the respective taxing authorities.
| |
|
Payments due by period (dollars in thousands)
|
|
|
Contractual Obligations
|
|
Total
|
|
|
Less than 1 year
|
|
|
1-3
years
|
|
|
3-5
years
|
|
|
More than
5 years
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditure obligations
|
|
$ |
1,679 |
|
|
$ |
1,679 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
Operating leases
|
|
|
8,293 |
|
|
|
2,847 |
|
|
|
2,765 |
|
|
|
1,524 |
|
|
|
1,157 |
|
|
Raw material purchase obligations
|
|
|
25,187 |
|
|
|
24,970 |
|
|
|
217 |
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
35,159 |
|
|
$ |
29,496 |
|
|
$ |
2,982 |
|
|
$ |
1,524 |
|
|
$ |
1,157 |
|
The Company is required to pay SERP obligations at the occurrence of certain events. As of December 31, 2011, $9.3 million is included in long-term liabilities as an unfunded pension obligation on the Company’s consolidated balance sheet. Included in other assets at December 31, 2011 is the cash surrender value of company-owned life insurance and marketable securities held in a rabbi trust with an aggregate value of $10.5 million, which has been designated by the Company to be utilized to fund the Company’s SERP obligations.
Critical Accounting Policies and Other Matters
The Company’s consolidated financial statements include certain amounts that are based on management’s best estimates and judgments. Estimates are used when accounting for amounts recorded in connection with mergers and acquisitions, including determination of the fair value of assets and liabilities. Additionally, estimates are used in determining such items as current fair values of goodwill and other intangible assets, as well as provisions related to product returns, bad debts, inventories, intangible assets, investments, SERP expense, income taxes and contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions, including in some cases future projections, that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following accounting policies require accounting estimates that have the potential for significantly impacting Bel’s financial statements.
Inventory
The Company makes purchasing and manufacturing decisions principally based upon firm sales orders from customers, projected customer requirements and the availability and pricing of raw materials. Future events that could adversely affect these decisions and result in significant charges to the Company’s operations include miscalculating customer requirements, technology changes which render certain raw materials and finished goods obsolete, loss of customers and/or cancellation of sales orders, stock rotation with distributors and termination of distribution agreements. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based on the aforementioned assumptions. As of December 31, 2011 and 2010, the Company had reserves for excess or obsolete inventory of $4.8 million and $4.6 million, respectively. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.
When the value of inventory is written down, it is never written back up. When inventory that has been written down is subsequently used in the manufacturing process, the lower adjusted cost of the material is charged to cost of sales. Should any of this inventory be used in the manufacturing process for customer orders, the improved gross profit will be recognized at the time the completed product is shipped and the sale is recorded.
Goodwill and Indefinite-Lived Intangible Assets
The assets and liabilities of acquired businesses are recorded under the purchase method of accounting at their estimated fair values at the dates of acquisition. Goodwill represents the amount of consideration transferred in excess of fair values assigned to the underlying net assets of acquired businesses.
Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment testing. Management reviews the carrying value of goodwill and other indefinite-lived intangible assets on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company tests goodwill for impairment, and has established December 31 as the annual impairment test date, using a fair value approach at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment for which discrete financial information is available and reviewed regularly by management. Assets and liabilities of the Company have been assigned to the reporting units to the extent they are employed in or are considered a liability related to the operations of the reporting unit and are considered in determining the fair value of the reporting unit. Reporting units with similar economic characteristics are aggregated for the goodwill impairment test.
The goodwill impairment test is a two-step process. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test, used to measure the amount of impairment loss, compares the implied fair value of goodwill associated with each reporting unit with the carrying amount of that goodwill. If the carrying amount of goodwill associated with a reporting unit exceeds the implied fair value of that goodwill, an impairment loss shall be recognized in an amount equal to that excess.
At December 31, 2011, the Company’s goodwill consisted of $1.2 million related to its North America reporting unit and $2.9 million related to its Europe reporting unit. Management has concluded that the fair value of the North America and Europe reporting units exceeds the associated carrying values at December 31, 2011 and that no impairment exists as of that date. While both reporting units passed the first step of the goodwill impairment test as of December 31, 2011, the fair value of the Company’s Europe reporting unit was determined to be only $0.9 million in excess of its carrying value of $15.1 million. There can be no assurances that goodwill impairments will not occur in the future. The valuation model utilizes assumptions which represent management’s best estimate of future events, but would be sensitive to positive or negative changes in each of the underlying assumptions as well as to an alternative weighting of valuation methods which would result in a potentially higher or lower goodwill impairment expense.
The Company tests indefinite-lived intangible assets for impairment using a fair value approach, the relief-from-royalty method (a form of the income approach). At December 31, 2011, the Company’s indefinite-lived intangible assets related solely to the trademarks acquired in the Cinch acquisition in January 2010. Management has concluded that the combined fair value of the Cinch trademarks exceeds the related carrying value at December 31, 2011 and that no impairment existed as of that date.
Long-Lived Assets and Other Intangible Assets
Property, plant and equipment represents an important component of the Company’s total assets. The Company depreciates its property, plant and equipment on a straight-line basis over the estimated useful lives of the assets. Intangible assets with a finite useful life are amortized on a straight-line basis over the estimated useful lives of the assets. Management reviews long-lived assets and other intangible assets for potential impairment whenever significant events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment exists when the estimated undiscounted cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. If an impairment exists, the resulting write-down would be the difference between the fair market value of the long-lived asset and the related net book value. No impairments related to long-lived assets or amortized intangible assets were recorded during the years ended December 31, 2011, 2010 or 2009.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as measured by enacted tax rates that are expected to be in effect in the periods when the deferred tax assets and liabilities are expected to be settled or realized. Significant judgment is required in determining the worldwide provisions for income taxes. Valuation allowances are provided for deferred tax assets where it is considered more likely than not that the Company will not realize the benefit of such asset. In the ordinary course of a global business, the ultimate tax outcome is uncertain for many transactions. It is the Company’s policy not to recognize tax benefits arising from uncertain tax positions that may not be realized in future years as a result of an examination by tax authorities. The Company establishes the provisions based upon management’s assessment of exposure associated with permanent tax differences and tax credits applied to temporary difference adjustments. The tax provisions are analyzed periodically (at least quarterly) and adjustments are made as events occur that warrant adjustments to those provisions. The accounting literature requires significant judgment in determining what constitutes an individual tax position as well as assessing the outcome of each tax position. Changes in judgment as to recognition or measurement of tax positions can materially affect the estimate of the effective tax rate and, consequently, affect our operating results.
As of December 31, 2011, the Company had gross foreign income tax net operating and capital losses (“NOL”) of $2.3 million. The Company has established a valuation allowance of $0.4 million against the deferred tax asset related to this amount. In addition, the Company has gross state income tax NOL’s, capital loss carryforwards, and credit carryforwards totaling $3.5 million. The Company has established a valuation allowance of $0.8 million against the deferred tax asset related to this amount. The foreign NOL's can be carried forward indefinitely and the state NOL's expire at various times during 2013 - 2029. If our assumptions change and we determine we will be able to realize these amounts, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets at December 31, 2011 will be recognized as a reduction of income tax expense.
Revenue Recognition
Revenue is recognized when the product has been delivered and title and risk of loss have passed to the customer, collection of the resulting receivable is deemed reasonably assured by management, persuasive evidence of an arrangement exists and the sale price is fixed and determinable.
Historically the Company has been successful in mitigating the risks associated with its revenue. Some issues relate to product warranty, creditworthiness of customers and concentration of sales among a few major customers.
The Company is not contractually obligated to accept returns from non-distributor customers except for defective products or in instances where the product does not meet the Company’s quality specifications. If these conditions exist, the Company would be obligated to repair or replace the defective product or make a cash settlement with the customer. Distributors generally have the right to return up to 5% of their purchases over the previous three to six months and are obligated to purchase an amount at least equal to the return. If the Company terminates a relationship with a distributor, the Company is obligated to accept as a return all of the distributor’s inventory from the Company. The Company accrues an estimate for anticipated returns based on historical experience at the time revenue is recognized and adjusts such estimate as specific anticipated returns are identified. If a distributor terminates its relationship with the Company, the Company is not obligated to accept any inventory returns.
The Company has a significant amount of sales with certain customers. During the year ended December 31, 2011, the Company had two customers with sales in excess of 10% of Bel’s consolidated revenue. Management believes that the individual loss of either of these customers would have a material adverse effect on the Company’s results of operations, financial position and cash flows. During the year ended December 31, 2011, the Company had sales of $33.6 million and $32.0 million, representing 11.4% and 10.9% of Bel’s consolidated revenue, to Hon Hai Precision Industry Company Ltd. in the Asia operating segment and Ambient Corporation in the North America operating segment, respectively.
Other Matters
The Company believes that it has sufficient cash reserves to fund its foreseeable working capital needs. It may, however, seek to expand such resources through bank borrowings, at favorable lending rates, from time to time. If the Company were to undertake a substantial acquisition for cash, the acquisition would either be funded with cash on hand or would be financed in part through cash on hand and in part through bank borrowings or the issuance of public or private debt or equity. If the Company borrows money to finance acquisitions, this would likely decrease the Company’s ratio of earnings to fixed charges, could impact other leverage criteria and could result in the imposition of material restrictive covenants, depending on the size of the borrowing and the nature of the target company. Under its existing credit facility, the Company is required to obtain its lender’s consent for certain additional debt financing and to comply with other covenants, including the application of specific financial ratios, and may be restricted from paying cash dividends on its common stock. Depending on the nature of the transaction, the Company cannot assure investors that the necessary acquisition financing would be available to it on acceptable terms, or at all, when required. If the Company issues a substantial amount of stock either as consideration in an acquisition or to finance an acquisition, such issuance may dilute existing stockholders and may take the form of capital stock having preferences over its existing common stock.
New Financial Accounting Standards
The discussion of new financial accounting standards applicable to the Company is incorporated herein by reference to Note 1. “Description of Business and Summary of Significant Accounting Policies” included in Part II, Item 8. “Financial Statements and Supplementary Data.”
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Fair Value of Financial Instruments — The estimated fair values of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. See Note 1 to the Company’s consolidated financial statements.
The Company has not entered into, and does not expect to enter into, financial instruments for trading or hedging purposes. The Company does not currently anticipate entering into interest rate swaps and/or similar instruments.
The Company's carrying values of cash, marketable securities, accounts receivable, accounts payable and accrued expenses are a reasonable approximation of their fair value.
The Company enters into transactions denominated in U.S. Dollars, Hong Kong Dollars, the Chinese Renminbi, Euros, British Pounds, Mexican Pesos, the Czech Koruna and other European currencies. Fluctuations in the U.S. dollar exchange rate against these currencies could significantly impact the Company's consolidated results of operations.
The Company believes that a change in interest rates of 1% or 2% would not have a material effect on the Company's consolidated statement of operations or balance sheet.
Item 8. Financial Statements and Supplementary Data
See the consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements for the information required by this item.
|
BEL FUSE INC.
|
|
INDEX
|
| |
|
|
|
|
Financial Statements
|
|
Page
|
|
| |
|
|
|
| |
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F-1
|
|
| |
|
|
|
|
|
|
F-2
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
F-3
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
F-4
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
F-5
|
|
| |
|
|
|
|
|
|
F-7
|
|
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 subsidiaries (the “Company”) as of December 31, 2011 and 2010, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2011. Our audits also included the financial statement schedule listed in the Index at Item 15. We also have audited the Company’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s report on internal control over financial reporting. Our responsibility is to express an opinion on these financial statements and financial statement schedule and an opinion on the Company’s internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bel Fuse Inc. and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule of Bel Fuse Inc. and subsidiaries, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
/s/ DELOITTE & TOUCHE LLP
New York, New York
March 12, 2012
|
|
|
|
CONSOLIDATED BALANCE SHEETS
|
|
|
(dollars in thousands, except share and per share data)
|
|
| |
|
|
|
|
|
|
|
| |
|
|
December 31,
|
|
|
December 31,
|
|
| |
|
|
2011
|
|
|
2010
|
|
|
ASSETS
|
|
|
Current Assets:
|
|
|
|
|
|
|
| |
Cash and cash equivalents
|
|
$ |
88,241 |
|
|
$ |
83,829 |
|
| |
Marketable securities
|
|
|
5,731 |
|
|
|
1,706 |
|
| |
Accounts receivable - less allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
| |
of $771 and $653 at December 31, 2011 and 2010, respectively
|
|
|
39,107 |
|
|
|
53,312 |
|
| |
Inventories
|
|
|
53,361 |
|
|
|
56,970 |
|
| |
Restricted cash, current
|
|
|
12,991 |
|
|
|
- |
|
| |
Prepaid expenses and other current assets
|
|
|
4,092 |
|
|
|
2,354 |
|
| |
Refundable income taxes
|
|
|
2,871 |
|
|
|
4,370 |
|
| |
Deferred income taxes
|
|
|
1,295 |
|
|
|
1,023 |
|
| |
Total Current Assets
|
|
|
207,689 |
|
|
|
203,564 |
|
| |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment - net
|
|
|
39,414 |
|
|
|
44,793 |
|
|
Restricted cash, noncurrent
|
|
|
- |
|
|
|
155 |
|
|
Deferred income taxes
|
|
|
2,814 |
|
|
|
3,201 |
|
|
Intangible assets - net
|
|
|
10,877 |
|
|
|
11,291 |
|
|
Goodwill
|
|
|
4,163 |
|
|
|
4,264 |
|
|
Other assets
|
|
|
11,954 |
|
|
|
9,904 |
|
|
|
TOTAL ASSETS
|
|
$ |
276,911 |
|
|
$ |
277,172 |
|
| |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
| |
Accounts payable
|
|
$ |
18,459 |
|
|
$ |
21,180 |
|
| |
Accrued expenses
|
|
|
22,936 |
|
|
|
22,545 |
|
| |
Accrued restructuring costs
|
|
|
- |
|
|
|
160 |
|
| |
Income taxes payable
|
|
|
224 |
|
|
|
1,584 |
|
| |
Dividends payable
|
|
|
806 |
|
|
|
799 |
|
| |
Total Current Liabilities
|
|
|
42,425 |
|
|
|
46,268 |
|
| |
|
|
|
|
|
|
|
|
|
|
Long-term Liabilities:
|
|
|
|
|
|
|
|
|
| |
Accrued restructuring costs
|
|
|
- |
|
|
|
347 |
|
| |
Liability for uncertain tax positions
|
|
|
4,132 |
|
|
|
2,874 |
|
| |
Minimum pension obligation and unfunded pension liability
|
|
|
9,274 |
|
|
|
7,350 |
|
| |
Total Long-term Liabilities
|
|
|
13,406 |
|
|
|
10,571 |
|
| |
Total Liabilities
|
|
|
55,831 |
|
|
|
56,839 |
|
| |
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity:
|
|
|
|
|
|
|
|
|
| |
Preferred stock, no par value, 1,000,000 shares authorized; none issued
|
|
|
- |
|
|
|
- |
|
| |
Class A common stock, par value $.10 per share, 10,000,000 shares
|
|
|
|
|
|
|
|
|
| |
authorized; 2,174,912 shares outstanding at each date (net of
|
|
|
|
|
|
|
|
|
| |
1,072,769 treasury shares)
|
|
|
217 |
|
|
|
217 |
|
| |
Class B common stock, par value $.10 per share, 30,000,000 shares
|
|
|
|
|
|
|
|
|
| |
authorized; 9,635,643 and 9,527,343 shares outstanding, respectively
|
|
|
|
|
|
|
|
|
| |
(net of 3,218,307 treasury shares)
|
|
|
964 |
|
|
|
953 |
|
| |
Additional paid-in capital
|
|
|
25,420 |
|
|
|
23,725 |
|
| |
Retained earnings
|
|
|
196,029 |
|
|
|
195,477 |
|
| |
Accumulated other comprehensive loss
|
|
|
(1,550 |
) |
|
|
(39 |
) |
| |
Total Stockholders' Equity
|
|
|
221,080 |
|
|
|
220,333 |
|
| |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$ |
276,911 |
|
|
$ |
277,172 |
|
| |
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
(dollars in thousands, except per share data)
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
Years Ended December 31,
|
|
| |
|
2011
|
|
|
2010
|
|
|
2009
|
|
| |
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
$ |
295,121 |
|
|
$ |
302,539 |
|
|
$ |
182,753 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
244,749 |
|
|
|
239,185 |
|
|
|
161,454 |
|
|
Selling, general and administrative
|
|
|
39,284 |
|
|
|
40,443 |
|
|
|
30,055 |
|
|
Litigation charges
|
|
|
3,471 |
|
|
|
8,103 |
|
|
|
- |
|
|
Restructuring charges
|
|
|
314 |
|
|
|
- |
|
|
|
413 |
|
|
Impairment of assets
|
|
|
- |
|
|
|
- |
|
|
|
12,875 |
|
|
Gain on disposal/sale of property, plant and equipment
|
|
|
(93 |
) |
|
|
(352 |
) |
|
|
(4,693 |
) |
| |
|
|
287,725 |
|
|
|
287,379 |
|
|
|
200,104 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
7,396 |
|
|
|
15,160 |
|
|
|
(17,351 |
) |
|
Gain on sale of investments
|
|
|
119 |
|
|
|
- |
|
|
|
7,129 |
|
|
Interest income and other, net
|
|
|
357 |
|
|
|
420 |
|
|
|
527 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before provision (benefit) for income taxes
|
|
|
7,872 |
|
|
|
15,580 |
|
|
|
(9,695 |
) |
|
Income tax provision (benefit)
|
|
|
4,108 |
|
|
|
1,931 |
|
|
|
(1,385 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
$ |
3,764 |
|
|
$ |
13,649 |
|
|
$ |
(8,310 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common share - basic and diluted
|
|
$ |
0.28 |
|
|
$ |
1.10 |
|
|
$ |
(0.71 |
) |
|
Class B common share - basic and diluted
|
|
$ |
0.33 |
|
|
$ |
1.18 |
|
|
$ |
(0.72 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common share - basic and diluted
|
|
|
2,174,912 |
|
|
|
2,174,912 |
|
|
|
2,175,322 |
|
|
Class B common share - basic and diluted
|
|
|
9,597,661 |
|
|
|
9,504,261 |
|
|
|
9,363,199 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common share
|
|
$ |
0.24 |
|
|
$ |
0.24 |
|
|
$ |
0.24 |
|
|
Class B common share
|
|
$ |
0.28 |
|
|
$ |
0.28 |
|
|
$ |
0.28 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
|
|
|
(dollars in thousands)
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
Comprehensive
|
|
|
|
|
|
Other
|
|
|
Class A
|
|
|
Class B
|
|
|
Additional
|
|
| |
|
|
|
|
(Loss)
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Common
|
|
|
Common
|
|
|
Paid-In
|
|
| |
|
Total
|
|
|
Income
|
|
|
Earnings
|
|
|
Income (Loss)
|
|
|
Stock
|
|
|
Stock
|
|
|
Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 1, 2009
|
|
$ |
217,773 |
|
|
|
|
|
$ |
196,467 |
|
|
$ |
188 |
|
|
$ |
218 |
|
|
$ |
937 |
|
|
$ |
19,963 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared on Class A common stock
|
|
|
(521 |
) |
|
|
|
|
|
(521 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared on Class B common stock
|
|
|
(2,622 |
) |
|
|
|
|
|
(2,622 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of restricted common stock
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
(14 |
) |
|
Termination of restricted common stock
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
2 |
|
|
Repurchase/retirement of Class A common stock
|
|
|
(92 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(91 |
) |
|
Foreign currency translation adjustment
|
|
|
43 |
|
|
$ |
43 |
|
|
|
|
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains on marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
arising during the year, net of taxes of $2,648
|
|
|
4,321 |
|
|
|
4,321 |
|
|
|
|
|
|
|
4,321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification adjustment of unrealized holding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
gains included in net loss, net of taxes of ($2,629)
|
|
|
(4,289 |
) |
|
|
(4,289 |
) |
|
|
|
|
|
|
(4,289 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reduction in APIC pool associated with tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
deficiencies related to restricted stock awards
|
|
|
(287 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(287 |
) |
|
Unauthorized issuance of common stock
|
|
|
812 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
812 |
|
|
Return of unauthorized shares of common stock
|
|
|
(456 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
(453 |
) |
|
Stock-based compensation expense
|
|
|
1,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,731 |
|
|
Change in unfunded SERP liability, net of taxes of $264
|
|
|
829 |
|
|
|
829 |
|
|
|
|
|
|
|
829 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(8,310 |
) |
|
|
(8,310 |
) |
|
|
(8,310 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
$ |
(7,406 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009
|
|
$ |
208,932 |
|
|
|
|
|
|
$ |
185,014 |
|
|
$ |
1,092 |
|
|
$ |
217 |
|
|
$ |
946 |
|
|
$ |
21,663 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared on Class A common stock
|
|
$ |
(522 |
) |
|
|
|
|
|
$ |
(522 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared on Class B common stock
|
|
|
(2,664 |
) |
|
|
|
|
|
|
(2,664 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of restricted common stock
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7 |
|
|
$ |
(7 |
) |
|
Foreign currency translation adjustment
|
|
|
(907 |
) |
|
$ |
(907 |
) |
|
|
|
|
|
$ |
(907 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains on marketable securities
|
|
|
|
|
|
|
|
|