UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 27, 2004
BEL FUSE INC.
(Exact name of registrant as specified in charter)
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New Jersey |
0-11676 |
22-1463699 |
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification)
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206 Van Vorst Street, Jersey City, New Jersey 07302
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 432-0463
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On
October 27, 2004, Bel Fuse Inc. (the “Company”) issued a press release
regarding results for the nine and three months ended September 30, 2004.
A copy of this press release is being furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
In
accordance with General Instruction B.6 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such a filing.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
As described in Item
2.02 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K:
99.1 Press Release of Bel Fuse Inc. dated October 27, 2004.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BEL FUSE INC | ||
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| Date: October 27, 2004 | By: | /s/ Daniel Bernstein |
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Name: Daniel Bernstein | ||
| Title: President | ||
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EXHIBIT INDEX
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Exhibit No. |
Description |
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99.1 |
Press release, dated October 27, 2004, issued by the Company. |
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FOR IMMEDIATE RELEASE
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Bel Fuse Inc.
206 Van Vorst Street
Jersey City, NJ 07302
www.belfuse.com
tel 201.432.0463
fax 201.432.9542
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Investor Contact:
Neil Berkman Associates
(310) 277-5162
info@berkmanassociates.com |
Company Contact:
Daniel Bernstein
President
(201) 432-0463
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Bel Reports Higher Third Quarter Revenue and Net Income
JERSEY CITY, New Jersey, October 27, 2004 -- Bel Fuse Inc. (NASDAQ:BELFA & NASDAQ:BELFB) announced today that net income for the third quarter ended September 30, 2004 increased to $6,894,000, or $0.60 per diluted share. For the third quarter of 2003, net income was $3,630,000, or $0.32 per diluted share. Gross margin improved to 30% of revenue from 29% for the third quarter of 2003. Revenue increased to $49,986,000 from $45,864,000 for the same period a year ago.
For the nine months ended September 30, 2004, net income increased to $18,694,000, or $1.63 per diluted share, compared to $8,167,000, or $0.73 per diluted share, for the first nine months of 2003. Revenue increased 22% to $140,733,000 from $115,632,000 for last year's first nine months. First nine month results reflect the contribution, since its acquisition on March 24, 2003, of the Insilco businesses that we acquired in the first quarter of 2003.
The elimination of certain tax accruals that are no longer required contributed approximately $.09 per diluted share in the third quarter 2004.
"Third quarter revenue increased 9% compared to the last year's third quarter and was 3% ahead of this year's second quarter, reflecting sales gains led by MagJack® integrated connectors with magnetics for the consumer electronic market plus gains in the power products group," said Daniel Bernstein, Bel's president and CEO.
Bernstein also said, “Bel has not increased its holding in Artesyn Technologies Inc. from the position we disclosed in the 13D that we filed on September 9,2004. All unrealized gains on the increase in Artesyn Technologies’ stock price are reflected in Bel’s balance sheet and are not reflected in Bel’s reported profit.” Bernstein added, “The Board of Artesyn continues to refuse to meet with Bel to discuss the possible merger.”
At September 30, 2004, Bel reported cash, cash equivalents and marketable securities of approximately $87,232,000, working capital of approximately $129,107,000, a current ratio of 5.5-to-1, total long term debt of $5,000,000 and stockholders' equity of approximately $170,838,000
Conference Call
Bel has scheduled a conference call at 11:00 a.m. ET today. A simultaneous webcast of the conference call may be accessed from the
Investor Info link at
www.BelFuse.com. A replay will be available after 1:00 p.m. EDT, for a period of 20 days, at this same Internet address. For a telephone replay, dial (800) 633-8284, reservation #21197488 after 1:00 p.m. EDT.
About Bel
Bel (www.BelFuse.com) and its subsidiaries are primarily engaged in the design, manufacture and sale of products used in networking, telecommunications, high speed data transmission, automotive and consumer electronics. Products include magnetics (discrete components, power transformers and MagJack®s), modules (DC/DC converters, integrated analog front end modules, custom designs), circuit protection (miniature, micro and surface mount fuses) and
interconnect devices (passive jacks, plugs and cable assemblies). The Company operates facilities around the world.
Forward-Looking Statements
Except for historical information contained in this news release, the matters discussed, are forward looking statements that involve risks and uncertainties. Among the factors that could cause actual results to differ materially from such statements are: the market concerns facing our customers, the continuing viability of sectors that rely on our products, the effect of business and economic conditions; the difficulties inherent in integrating remote business that may have followed business practices that differ from the Company's business practices; capacity and supply constraints or difficulties; product development, commercializing or technological difficulties; the regulatory and trade environment; uncertainties associated with legal proceedings; the market's acceptance of the Company's new products and
competitive responses to those new products, and the risk factors detailed from time to time in the Company's SEC reports. In light of the risks and uncertainties, there can be no assurance that any forward-looking statement will in fact prove to be correct. We undertake no obligation to update or revise any forward-looking statements.
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BEL FUSE AND SUBSIDIARIES | ||||||||||
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CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | ||||||||||
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($000s omitted, except for per share data) |
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Three Months Ended |
Nine Months Ended | |||||||||||
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September 30, |
September 30, | |||||||||||
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2004 |
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2003 |
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2004 |
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2003 |
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(unaudited) |
(unaudited) | |||||||||||
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Net Sales |
$ |
49,986 |
$ |
45,864 |
$ |
140,733 |
$ |
115,632 |
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Cost of expenses: |
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Cost of sales |
35,008 |
32,690 |
97,995 |
83,564 |
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Selling, general and administrative expenses |
7,984 |
7,622 |
23,054 |
20,792 |
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Fixed asset write-down |
-- |
-- |
1,033 |
-- |
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42,992 |
40,312 |
122,082 |
104,356 |
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Income from operations |
6,994 |
5,552 |
18,651 |
11,276 |
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Other income - net |
108 |
-2 |
272 |
114 |
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Lawsuit proceeds |
-- |
-- |
2,935 |
-- |
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Earnings before income tax provision |
7,102 |
5,550 |
21,858 |
11,390 |
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Income tax provision |
208 |
1,920 |
3,164 |
3,223 |
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Net earnings |
$ |
6,894 |
$ |
3,630 |
$ |
18,694 |
$ |
8,167 |
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Net earnings per common share |
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Basic |
0.61 |
0.33 |
1.66 |
0.74 |
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Diluted |
$ |
0.60 |
$ |
0.32 |
$ |
1.63 |
$ |
0.73 |
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Weighted average common shares outstanding |
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Basic |
11,331 |
11,034 |
11,261 |
10,979 |
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Diluted |
11,492 |
11,226 |
11,445 |
11,130 |
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CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||||
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($000s omitted) |
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Sep. 30, |
Dec. 31, |
Sep. 30, |
Dec. 31, | |||||||
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ASSETS |
2004 |
2003 |
LIABILITIES & EQUITY |
2004 |
2003 | |||||
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(unaudited) |
(audited) |
(unaudited) |
(audited) | |||||||
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Current assets |
$157,627 |
$121,465 |
Total liabilities |
$ 43,822 |
$ 34,962 | |||||
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Property, plant & |
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equipment - net |
40,104 |
44,120 |
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Goodwill, net |
9,882 |
9,882 |
Stockholders’ equity |
170,838 |
146,855 | |||||
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Intangibles & |
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other assets |
7,047 |
6,350 |
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Total assets |
$214,660 |
$181,817 |
Total liabilities & equity |
$214,660 |
$181,817 | |||||